Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 27, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | FRANK'S INTERNATIONAL N.V. | |
Entity Central Index Key | 1,575,828 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 223,107,260 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 233,338 | $ 319,526 |
Short-term investments | 60,598 | 0 |
Accounts receivables, net | 140,906 | 167,417 |
Inventories | 132,961 | 139,079 |
Assets held for sale | 3,792 | 0 |
Other current assets | 6,893 | 14,027 |
Total current assets | 578,488 | 640,049 |
Property, plant and equipment, net | 497,784 | 567,024 |
Goodwill and intangible assets, net | 247,699 | 256,146 |
Deferred tax assets | 0 | 79,309 |
Other assets | 33,344 | 45,533 |
Total assets | 1,357,315 | 1,588,061 |
Current liabilities: | ||
Short-term debt | 87 | 276 |
Accounts payable | 21,172 | 16,081 |
Deferred revenue | 9,035 | 18,072 |
Accrued and other current liabilities | 75,094 | 64,950 |
Total current liabilities | 105,388 | 99,379 |
Deferred tax liabilities | 254 | 20,951 |
Other non-current liabilities | 28,190 | 156,412 |
Total liabilities | 133,832 | 276,742 |
Commitments and contingencies (Note 15) | ||
Stockholders' equity: | ||
Common stock, €0.01 par value, 798,096,000 shares authorized, 223,906,195 and 223,161,356 shares issued and 223,061,559 and 222,401,427 shares outstanding | 2,810 | 2,802 |
Additional paid-in capital | 1,048,498 | 1,036,786 |
Retained earnings | 215,793 | 317,270 |
Accumulated other comprehensive loss | (30,510) | (32,977) |
Treasury stock (at cost), 844,636 and 759,929 shares | (13,108) | (12,562) |
Total equity | 1,223,483 | 1,311,319 |
Total liabilities and equity | $ 1,357,315 | $ 1,588,061 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - € / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, par value per share (EUR per share) | € 0.01 | € 0.01 |
Common stock, shares authorized | 798,096,000 | 798,096,000 |
Common stock, shares, issued | 223,906,195 | 223,161,356 |
Common stock, shares, outstanding | 223,061,559 | 222,401,427 |
Treasury stock, shares at cost | 844,636 | 759,929 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues: | ||||
Equipment rentals and services | $ 92,547 | $ 85,698 | $ 272,402 | $ 312,132 |
Products | 15,536 | 19,416 | 64,071 | 67,414 |
Total revenue | 108,083 | 105,114 | 336,473 | 379,546 |
Cost of revenues, exclusive of depreciation and amortization | ||||
Equipment rentals and services | 60,981 | 57,307 | 178,865 | 189,965 |
Products | 10,750 | 16,029 | 45,162 | 51,446 |
General and administrative expenses | 39,963 | 39,677 | 125,107 | 138,586 |
Depreciation and amortization | 30,650 | 26,545 | 92,700 | 84,278 |
Severance and other charges | 1,648 | 14,534 | 2,386 | 18,858 |
Gain on sale of assets | (829) | (46) | (2,091) | (1,095) |
Operating loss | (35,080) | (48,932) | (105,656) | (102,492) |
Other income (expense): | ||||
Derecognition of the tax receivable agreement liability | 122,515 | 0 | 122,515 | 0 |
Other income (expense), net | (384) | 984 | 348 | 2,145 |
Interest income, net | 1,019 | 646 | 2,170 | 1,050 |
Mergers and acquisition expense | 0 | 0 | (459) | 0 |
Foreign currency gain (loss) | 1,839 | (1,696) | 3,184 | (5,907) |
Total other income (expense) | 124,989 | (66) | 127,758 | (2,712) |
Income (loss) before income tax expense (benefit) | 89,909 | (48,998) | 22,102 | (105,204) |
Income tax expense (benefit) | 87,613 | (6,800) | 72,419 | (15,311) |
Net income (loss) | 2,296 | (42,198) | (50,317) | (89,893) |
Net loss attributable to noncontrolling interest | 0 | (5,216) | 0 | (20,741) |
Net income (loss) attributable to Frank's International N.V. | 2,296 | (36,982) | (50,317) | (69,152) |
Preferred stock dividends | 0 | 0 | 0 | (1) |
Net income (loss) available to Frank's International N.V. common shareholders | $ 2,296 | $ (36,982) | $ (50,317) | $ (69,153) |
Dividends per common share (in dollars per share) | $ 0.075 | $ 0.075 | $ 0.225 | $ 0.375 |
Income (loss) per common share: | ||||
Basic (in dollars per share) | 0.01 | (0.21) | (0.23) | (0.43) |
Diluted (in dollars per share) | $ 0.01 | $ (0.21) | $ (0.23) | $ (0.43) |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 223,056 | 177,125 | 222,847 | 162,656 |
Diluted (in shares) | 223,581 | 177,125 | 222,847 | 162,656 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 2,296 | $ (42,198) | $ (50,317) | $ (89,893) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | 1,488 | 74 | 2,809 | 1,824 |
Marketable securities: | ||||
Unrealized gain (loss) on marketable securities | (101) | (50) | (105) | 1,066 |
Reclassification to net income | 0 | 0 | (395) | 0 |
Deferred tax asset / liability change | 0 | (5) | 158 | (465) |
Unrealized gain (loss) on marketable securities, net of tax | (101) | (55) | (342) | 601 |
Total other comprehensive income | 1,387 | 19 | 2,467 | 2,425 |
Comprehensive income (loss) | 3,683 | (42,179) | (47,850) | (87,468) |
Less: Comprehensive loss attributable to noncontrolling interest | 0 | (5,264) | 0 | (20,180) |
Add: Transfer of Mosing Holdings, LLC (Mosing Holdings) interest to FINV attributable to comprehensive loss | 0 | (8,203) | 0 | (8,203) |
Comprehensive income (loss) attributable to Frank's International N.V. | $ 3,683 | $ (45,118) | $ (47,850) | $ (75,491) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Non-controlling Interest |
Balance at beginning of period (in shares) at Dec. 31, 2015 | 155,146 | ||||||
Balance at beginning of period at Dec. 31, 2015 | $ 1,451,426 | $ 2,045 | $ 712,486 | $ 531,621 | $ (25,555) | $ (9,298) | $ 240,127 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net loss | (89,893) | (69,152) | (20,741) | ||||
Foreign currency translation adjustments | 1,824 | 1,443 | 381 | ||||
Change in marketable securities | 601 | 421 | 180 | ||||
Equity-based compensation expense | 12,356 | 12,356 | |||||
Distributions to noncontrolling interest | (8,027) | (8,027) | |||||
Common stock dividends | (62,333) | (62,333) | |||||
Preferred stock dividends | (1) | (1) | |||||
Transfer of Mosing Holdings interest to FINV | 18,244 | 238,367 | (8,203) | (211,920) | |||
Common shares issued on conversion of Series A preferred stock (Preferred Stock) (in shares) | 52,976 | ||||||
Common shares issued on conversion of Series A preferred stock (Preferred Stock) | 597 | $ 597 | |||||
Common shares issued upon vesting of restricted stock units (in shares) | 1,569 | ||||||
Common shares issued upon vesting of restricted stock units | 0 | $ 18 | (18) | ||||
Tax receivable agreement (TRA) and associated deferred taxes | (74,788) | (74,788) | |||||
Common shares issued for employee stock purchase plan (ESPP) (in shares) | 76 | ||||||
Common shares issued for employee stock purchase plan (ESPP) | 973 | $ 1 | 972 | ||||
Treasury shares withheld (in shares) | (225) | ||||||
Treasury shares withheld | (3,046) | (3,046) | |||||
Balance at end of period (in shares) at Sep. 30, 2016 | 209,542 | ||||||
Balance at end of period at Sep. 30, 2016 | 1,247,933 | $ 2,661 | 889,375 | 400,135 | (31,894) | (12,344) | 0 |
Balance at beginning of period (in shares) at Dec. 31, 2016 | 222,401 | ||||||
Balance at beginning of period at Dec. 31, 2016 | 1,311,319 | $ 2,802 | 1,036,786 | 317,270 | (32,977) | (12,562) | 0 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net loss | (50,317) | (50,317) | 0 | ||||
Foreign currency translation adjustments | 2,809 | 2,809 | 0 | ||||
Change in marketable securities | (342) | (342) | 0 | ||||
Equity-based compensation expense | 11,458 | 11,458 | |||||
Common stock dividends | (50,424) | (50,424) | |||||
Common shares issued upon vesting of restricted stock units (in shares) | 694 | ||||||
Common shares issued upon vesting of restricted stock units | 0 | $ 7 | (7) | ||||
Common shares issued for employee stock purchase plan (ESPP) (in shares) | 50 | ||||||
Common shares issued for employee stock purchase plan (ESPP) | 512 | $ 1 | 511 | 0 | |||
Treasury shares issued upon vesting of restricted stock units (in shares) | 4 | ||||||
Treasury shares issued upon vesting of restricted stock units | (18) | (84) | 66 | ||||
Treasury shares issued for ESPP (in shares) | 106 | ||||||
Treasury shares issued for ESPP | 740 | $ 0 | (166) | (736) | 1,642 | ||
Treasury shares withheld (in shares) | (193) | ||||||
Treasury shares withheld | (2,254) | (2,254) | |||||
Balance at end of period (in shares) at Sep. 30, 2017 | 223,062 | ||||||
Balance at end of period at Sep. 30, 2017 | $ 1,223,483 | $ 2,810 | $ 1,048,498 | $ 215,793 | $ (30,510) | $ (13,108) | $ 0 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (PARENTHETICAL) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Stockholders' Equity [Abstract] | ||||
Common stock dividends (in dollars per share) | $ 0.075 | $ 0.075 | $ 0.225 | $ 0.375 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (50,317) | $ (89,893) |
Adjustments to reconcile net loss to cash provided by operating activities | ||
Derecognition of the TRA liability | (122,515) | 0 |
Depreciation and amortization | 92,700 | 84,278 |
Equity-based compensation expense | 11,458 | 12,356 |
Amortization of deferred financing costs | 267 | 123 |
Deferred tax provision (benefit) | 12,824 | (25,772) |
Reversal of deferred tax assets associated with the TRA | 49,775 | 0 |
Provision for bad debts | 358 | 10,410 |
Gain on sale of assets | (2,091) | (1,095) |
Changes in fair value of investments | (2,009) | (1,061) |
Realized loss on sale of investment | 478 | 0 |
Unrealized loss on derivatives | 49 | 296 |
Other | (1,187) | 0 |
Changes in operating assets and liabilities | ||
Accounts receivable | 23,917 | 82,042 |
Inventories | 6,146 | 20,032 |
Other current assets | 7,097 | 5,990 |
Other assets | 1,948 | (4) |
Accounts payable | (962) | 474 |
Deferred revenue | (9,039) | (29,479) |
Accrued and other current liabilities | 9,272 | (28,556) |
Other non-current liabilities | (3,584) | (12,295) |
Net cash provided by operating activities | 24,585 | 27,846 |
Cash flows from investing activities | ||
Purchases of property, plant and equipment | (18,604) | (29,777) |
Proceeds from sale of assets | 10,690 | 2,235 |
Proceeds from sale of investments | 11,499 | 11,101 |
Purchase of investments | (60,764) | (921) |
Other | (64) | 0 |
Net cash used in investing activities | (57,243) | (17,362) |
Cash flows from financing activities | ||
Repayments of borrowings | (190) | (7,120) |
Proceeds from borrowings | 0 | 318 |
Costs of Preferred Stock conversion to common stock | 0 | (595) |
Dividends paid on common stock | (50,424) | (62,333) |
Dividends paid on Preferred Stock | 0 | (1) |
Distribution to noncontrolling interest | 0 | (8,027) |
Net treasury shares withheld for taxes | (2,272) | (3,046) |
Proceeds from the issuance of ESPP shares | 1,252 | 973 |
Net cash used in financing activities | (51,634) | (79,831) |
Effect of exchange rate changes on cash | (1,896) | (3,162) |
Net decrease in cash and cash equivalents | (86,188) | (72,509) |
Cash and cash equivalents at beginning of period | 319,526 | 602,359 |
Cash and cash equivalents at end of period | $ 233,338 | $ 529,850 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Nature of Business Frank’s International N.V. ("FINV"), a limited liability company organized under the laws of The Netherlands, is a global provider of highly engineered tubular services, tubular fabrication and specialty well construction and well intervention solutions to the oil and gas industry. FINV provides services to leading exploration and production companies in both offshore and onshore environments with a focus on complex and technically demanding wells. Basis of Presentation The condensed consolidated financial statements of FINV for the three and nine months ended September 30, 2017 and 2016 include the activities of Frank's International C.V. ("FICV") and its wholly owned subsidiaries (collectively, the "Company," "we," "us" or "our"). All intercompany accounts and transactions have been eliminated for purposes of preparing these condensed consolidated financial statements. Our accompanying condensed consolidated financial statements have not been audited by our independent registered public accounting firm. The consolidated balance sheet at December 31, 2016 is derived from audited financial statements. However, certain information and footnote disclosures required by generally accepted accounting principles in the United States of America ("GAAP") for complete annual financial statements have been omitted and, therefore, these interim financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended December 31, 2016 , which are included in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on February 24, 2017 ("Annual Report"). In the opinion of management, these condensed consolidated financial statements, which have been prepared pursuant to the rules of the SEC and GAAP for interim financial reporting, reflect all adjustments, which consisted only of normal recurring adjustments that were necessary for a fair statement of the interim periods presented. The results of operations for interim periods are not necessarily indicative of those for a full year. The condensed consolidated financial statements have been prepared on a historical cost basis using the United States dollar as the reporting currency. Our functional currency is primarily the United States dollar. Reclassifications Historically, and through December 31, 2016, certain direct and indirect costs related to operations and manufacturing were classified and reported as general and administrative expenses ("G&A"). The historical classification was consistent with the information used by the Company’s chief operating decision maker ("CODM") to assess performance of the Company’s segments and make resource allocation decisions, and the classification of such costs within the condensed consolidated statements of operations was aligned with the segment presentation. Effective January 1, 2017, the Company changed the classification of certain of these costs in its segment reporting disclosures and within the condensed consolidated statements of operations to reflect a change in the presentation of the information used by the Company’s CODM. This reclassification of costs between cost of revenue and G&A has no net impact to the condensed consolidated statements of operations or to total segment reporting. The change will better reflect the CODM's philosophy on assessing performance and allocating resources, as well as improve comparability to the Company's peer group. This is a change in costs classification and has been reflected retrospectively for all periods presented. The following is a summary of reclassifications to previously reported amounts (in thousands): Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016 As previously reported Reclassifications As currently reported As previously reported Reclassifications As currently reported Condensed Consolidated Statements of Operations Cost of revenues, exclusive of depreciation and amortization Equipment rentals and services $ 47,002 $ 10,305 $ 57,307 $ 155,367 $ 34,598 $ 189,965 Products 13,237 2,792 16,029 42,594 8,852 51,446 General and administrative expenses 52,774 (13,097 ) 39,677 182,036 (43,450 ) 138,586 Significant Accounting Policies Short‑term investments Short‑term investments consist of commercial paper. These investments have original maturities of greater than three months but less than twelve months. They are classified as held-to-maturity investments, which are recorded at amortized cost. Recent Accounting Pronouncements Changes to GAAP are established by the Financial Accounting Standards Board ("FASB") in the form of accounting standards updates ("ASUs") to the FASB’s Accounting Standards Codification. We consider the applicability and impact of all ASUs. ASUs not listed below were assessed and were either determined to be not applicable or are expected to have immaterial impact on our consolidated financial position or results of operations. In May 2017, the FASB issued guidance to clarify and reduce both (i) diversity in practice and (ii) cost and complexity when accounting for a change to the terms and conditions of a share-based payment award. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. Early adoption is permitted. The amendments in this guidance should be applied prospectively to an award modified on or after the adoption date. Management is evaluating the provisions of this new accounting guidance, including which period to adopt, and has not determined what impact the adoption will have on our consolidated financial statements. In January 2017, the FASB issued guidance that simplifies the accounting for goodwill impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain largely unchanged. The new standard will be applied prospectively, and is effective for public companies for their annual or any interim goodwill impairment tests for fiscal years beginning after December 15, 2019. Early adoption is permitted for any impairment tests performed after January 1, 2017. The Company has adopted the provisions of this new accounting guidance for the Company's annual goodwill impairment analysis for the year ended December 31, 2017. In January 2017, the FASB issued new accounting guidance for business combinations clarifying the definition of a business. The objective of the guidance is to help companies and other organizations which have acquired or sold a business to evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. For public entities, the guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. Early adoption is permitted under certain circumstances. Management is evaluating the provisions of this new accounting guidance. In October 2016, the FASB issued new accounting guidance for recognition of income tax consequences of an intra-entity transfer of an asset other than inventory. The objective of the guidance is to eliminate the exception for an intra-entity transfer of an asset other than inventory and requires an entity to recognize the income tax consequences at the time of transfer rather than when the asset is sold to a third party. For public entities, the guidance is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period for which financial statements have not yet been issued. Management is evaluating the provisions of this new accounting guidance, including which period to adopt, and has not determined what impact the adoption will have on our consolidated financial statements. In August 2016, the FASB issued new accounting guidance for classification of certain cash receipts and cash payments in the statement of cash flows. The objective of the guidance is to reduce the existing diversity in practice related to the presentation and classification of certain cash receipts and cash payments. The guidance addresses eight specific cash flow issues including but not limited to, debt prepayment or extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims and proceeds from the settlement of corporate-owned life insurance policies. For public entities, the guidance is effective for financial statements issued for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years and is retrospective for all periods presented. Early adoption is permitted including for interim periods. Management is evaluating the provisions of this new accounting guidance, including which period to adopt, and has not determined what impact the adoption will have on our consolidated financial statements. In June 2016, the FASB issued new accounting guidance for credit losses on financial instruments. The guidance includes the replacement of the “incurred loss” approach for recognizing credit losses on financial assets, including trade receivables, with a methodology that reflects expected credit losses, which considers historical and current information as well as reasonable and supportable forecasts. For public entities, the guidance is effective for financial statements issued for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early application is permitted for all entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Management is evaluating the provisions of this new accounting guidance, including which period to adopt, and has not determined what impact the adoption will have on our consolidated financial statements. In March 2016, the FASB issued accounting guidance on equity compensation, which simplifies the accounting for the taxes related to equity-based compensation, including adjustments to how excess tax benefits and a company's payments for tax withholdings should be classified. The ASU also gives an option to recognize actual forfeitures when they occur and clarifies the statement of cash flow presentation for certain components of share-based awards. We adopted this guidance on January 1, 2017 and have elected to recognize actual forfeitures when they occur. The adoption did not have an impact on our consolidated financial statements. In February 2016, the FASB issued accounting guidance for leases. The main objective of the accounting guidance is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The main difference between previous GAAP and the new guidance is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. The new guidance requires lessees to recognize assets and liabilities arising from leases on the balance sheet and further defines a lease as a contract that conveys the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. Control over the use of the identified asset means that the customer has both (1) the right to obtain substantially all of the economic benefit from the use of the asset and (2) the right to direct the use of the asset. The accounting guidance requires disclosures by lessees and lessors to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. For public entities, the guidance is effective for financial statements issued for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years; early application is permitted. We are currently evaluating the impact of this accounting standard update on our consolidated financial statements and plan to adopt the new standard effective January 1, 2019. In July 2015, the FASB issued accounting guidance on simplifying the measurement of inventory. Under this guidance, inventory will be measured at the lower of cost and net realizable value. Options that currently exist for market value will be eliminated. The guidance defines net realizable value as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. No other changes were made to the current guidance on inventory measurement. We adopted this guidance on January 1, 2017, and the adoption did not have a material impact on our consolidated financial statements. In May 2014, the FASB issued amendments to guidance on the recognition of revenue based upon the entity’s contracts with customers to transfer goods or services. Under the new standard, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard creates a five step model that requires companies to exercise judgment when considering the terms of a contract and all relevant facts and circumstances. The standard allows for several transition methods: (a) a full retrospective adoption in which the standard is applied to all of the periods presented, or (b) a modified retrospective adoption in which the standard is applied only to the most current period presented in the financial statements, including additional disclosures of the standard’s application impact to individual financial statement line items. In July 2015, the FASB deferred the effective date by one year to December 15, 2017 for annual periods, and interim reporting periods within those fiscal years, beginning after that date. We are currently determining the impacts of the new standard on our contract portfolio. Our implementation efforts to date include the identification of revenue streams with similar contract structures, performing a detailed review of key contracts by revenue stream and comparing historical policies and practices to the new standard. Our evaluation of the impact of the new guidance on our consolidated financial statements is ongoing and we continue to evaluate the quantitative and qualitative impacts of the standard on timing of recognition for various revenues. While we are continuing to perform our analysis, at the present time, we anticipate the adoption of the new standard will have an immaterial impact on revenues from contracts for equipment rentals and services. However, revenues from product sales with bill-and-hold arrangements may be accelerated once we adopt the new standard. We will adopt the new standard effective January 1, 2018 using the modified retrospective method. |
Noncontrolling Interest
Noncontrolling Interest | 9 Months Ended |
Sep. 30, 2017 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | Noncontrolling Interest We hold an economic interest in FICV and are responsible for all operational, management and administrative decisions relating to FICV’s business. Effective with the August 2016 conversion of all of Mosing Holdings' Preferred Stock, Mosing Holdings transferred all its interest in FICV to us and the noncontrolling interest associated with Mosing Holdings was eliminated. Historically we recorded a noncontrolling interest on our condensed consolidated balance sheet with respect to the remaining economic interest in FICV held by Mosing Holdings. Net loss attributable to noncontrolling interest on the statements of operations represented the portion of earnings or losses attributable to the economic interest in FICV held by Mosing Holdings. The allocable domestic loss from FICV to FINV was subject to U.S. taxation. A reconciliation of net loss attributable to noncontrolling interest is detailed as follows (in thousands): Three Months Ended Nine Months Ended September 30, 2016 Net loss $ (42,198 ) $ (89,893 ) Add: Net loss after Mosing Holdings contributed interest to FINV (1) 18,355 18,355 Add: Provision (benefit) for U.S. income taxes of FINV (2) 3,078 (10,414 ) Less: Loss of FINV (3) 97 23 Net loss subject to noncontrolling interest (20,668 ) (81,929 ) Noncontrolling interest percentage (4) 25.2 % 25.2 % Net loss attributable to noncontrolling interest $ (5,216 ) $ (20,741 ) (1) Represents net loss after August 26, 2016, when Mosing Holdings transferred its interest to FINV. (2) Represents income tax expense (benefit) of entities outside of FICV, as well as income tax attributable to our proportionate share of the U.S. operations of our partnership interests in FICV as of August 26, 2016. (3) Represents results of operations for entities outside of FICV as of August 26, 2016. (4) Represents the economic interest in FICV held by Mosing Holdings before the preferred stock conversion on August 26, 2016. This percentage changed as additional shares of FINV common stock were issued. Effective August 26, 2016, Mosing Holdings delivered its economic interest in FICV to us. |
Acquisition and Divestitures
Acquisition and Divestitures | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisition and Divestitures | Acquisition and Divestitures Blackhawk Acquisition On November 1, 2016, we completed a transaction to acquire all outstanding shares in Blackhawk Group Holdings, Inc., the ultimate parent company of Blackhawk Specialty Tools LLC, ("Blackhawk") pursuant to the terms of a definitive merger agreement dated October 6, 2016. Blackhawk is a leading provider of well construction and well intervention services and products and the acquisition will allow us to combine Blackhawk’s cementing tool expertise and well intervention services with our global tubular running services. In conjunction with the acquisition, FI Tools Holdings, LLC, our newly formed subsidiary, merged with and into Blackhawk, with Blackhawk surviving the merger as our wholly-owned subsidiary. The merger consideration was comprised of a combination of $150.4 million of cash on hand and 12.8 million shares of our common stock, on a cash-free, debt-free basis, for total consideration of $294.6 million (based on our closing share price on October 31, 2016 of $11.25 and including working capital adjustments). The unaudited pro forma financial information presented below includes adjustments for amortization expense for identified intangible assets and depreciation expense based on the fair value and estimated lives of acquired property, plant and equipment. In addition, acquisition related costs are excluded from the unaudited pro forma financial information. The following table shows our unaudited pro forma financial information assuming the transaction occurred on January 1, 2015 (in thousands, except per share amounts): Three Months Ended Nine Months Ended September 30, 2016 Revenue $ 120,902 $ 431,962 Net loss applicable to common shares (41,686 ) (82,650 ) Loss per common share: Basic and diluted $ (0.22 ) $ (0.47 ) The Blackhawk acquisition was accounted for as a business combination. The purchase price is allocated to the fair value of assets acquired and liabilities assumed based on a discounted cash flow model and goodwill is recognized for the excess consideration transferred over the fair value of the net assets. The preliminary purchase price allocation was prepared in connection with our annual financial statements filed on our Annual Report. In 2017, we adjusted the purchase price allocation for a litigation settlement and the final valuation report. The following table summarizes the preliminary and the final purchase price allocations of the fair values of the assets acquired and liabilities assumed as part of the Blackhawk acquisition as of November 1, 2016 as determined in accordance with business combination accounting guidance (in thousands): Preliminary purchase price allocation Purchase price adjustments Final purchase price allocation Current assets, excluding cash $ 23,626 $ — $ 23,626 Property, plant and equipment 45,091 55 45,146 Other long-term assets 3,139 — 3,139 Intangible assets 41,972 153 42,125 Assets acquired $ 113,828 $ 208 $ 114,036 Current liabilities assumed 11,132 185 11,317 Other long-term liabilities 542 — 542 Liabilities assumed $ 11,674 $ 185 $ 11,859 Fair value of net assets acquired 102,154 23 102,177 Total consideration transferred 294,563 — 294,563 Goodwill $ 192,409 $ (23 ) $ 192,386 In conjunction with the merger, we created a fourth segment, Blackhawk, and have recorded goodwill of $192.4 million in that segment. Divestitures In March 2017, we sold a fully depreciated aircraft for a total sales price of $1.3 million and recorded a gain on sale of $1.3 million . In August 2017, we sold an additional aircraft for a net sales price of $4.9 million and recorded an immaterial loss. In September 2017, we sold a building in the Middle East region for a net sales price of $2.7 million and recorded a gain on sale of $0.6 million . |
Accounts Receivable, net
Accounts Receivable, net | 9 Months Ended |
Sep. 30, 2017 | |
Receivables [Abstract] | |
Accounts Receivable, net | Accounts Receivable, net Accounts receivable at September 30, 2017 and December 31, 2016 were as follows (in thousands): September 30, December 31, 2017 2016 Trade accounts receivable, net of allowance of $13,907 and $14,337, respectively $ 96,034 $ 89,096 Unbilled revenue 24,464 30,882 Taxes receivable 13,987 42,870 Affiliated (1) 895 717 Other receivables 5,526 3,852 Total accounts receivable $ 140,906 $ 167,417 (1) Amounts represent expenditures on behalf of non-consolidated affiliates and receivables for aircraft charter income. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories at September 30, 2017 and December 31, 2016 were as follows (in thousands): September 30, December 31, 2017 2016 Pipe and connectors $ 88,982 $ 102,360 Finished goods 16,063 14,257 Work in progress 8,644 7,099 Raw materials, components and supplies 19,272 15,363 Total inventories $ 132,961 $ 139,079 |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment The following is a summary of property, plant and equipment at September 30, 2017 and December 31, 2016 (in thousands): Estimated Useful Lives in Years September 30, December 31, Land — $ 16,491 $ 15,730 Land improvements 8-15 9,346 9,379 Buildings and improvements (1) 39 119,971 73,211 Rental machinery and equipment 7 930,443 933,667 Machinery and equipment - other 7 56,321 60,182 Furniture, fixtures and computers 5 26,280 19,073 Automobiles and other vehicles 5 32,621 36,796 Aircraft 7 — 16,267 Leasehold improvements (1) 7-15, or lease term if shorter 9,870 8,027 Construction in progress - machinery and equipment and buildings (1) — 68,066 120,937 1,269,409 1,293,269 Less: Accumulated depreciation (771,625 ) (726,245 ) Total property, plant and equipment, net $ 497,784 $ 567,024 (1) See Note 12 - Related Party Transactions for additional information. During the third quarter of 2017, we committed to sell certain of our buildings in the Middle East region and determined those assets met the criteria to be classified as held for sale in our unaudited condensed consolidated balance sheet. As a result, we reclassified the buildings, with a net book value of $4.1 million , from property, plant and equipment to assets held for sale and recognized a $0.3 million loss. The following table presents the depreciation and amortization associated with each line for the periods ended September 30, 2017 and 2016 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Equipment rentals and services $ 25,663 $ 23,870 $ 78,558 $ 76,023 Products 1,278 989 3,838 3,081 General and administrative expenses 3,709 1,686 10,304 5,174 Total $ 30,650 $ 26,545 $ 92,700 $ 84,278 |
Other Assets
Other Assets | 9 Months Ended |
Sep. 30, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Other Assets Other assets at September 30, 2017 and December 31, 2016 consisted of the following (in thousands): September 30, December 31, 2017 2016 Cash surrender value of life insurance policies (1) $ 29,671 $ 36,269 Deposits 2,193 2,343 Other 1,480 6,921 Total other assets $ 33,344 $ 45,533 (1) See Note 10 – Fair Value Measurements |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
Accrued and Other Current Liabilities | Accrued and Other Current Liabilities Accrued and other current liabilities at September 30, 2017 and December 31, 2016 consisted of the following (in thousands): September 30, December 31, 2017 2016 Accrued compensation $ 18,758 $ 10,854 Accrued property and other taxes 19,781 19,740 Accrued severance and other charges 2,040 6,150 Income taxes 11,012 6,857 Accrued purchase orders 8,174 2,083 Other 15,329 19,266 Total accrued and other current liabilities $ 75,094 $ 64,950 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt Credit Facility We have a $100.0 million revolving credit facility with certain financial institutions, including up to $20.0 million in letters of credit and up to $10.0 million in swingline loans, which matures in August 2018 (the “Credit Facility”). Subject to the terms of the Credit Facility, we have the ability to increase the commitments to $150.0 million . At September 30, 2017 and December 31, 2016 , we had $2.8 million and $3.7 million , respectively, in letters of credit outstanding and no outstanding borrowings under this facility. As of September 30, 2017, our ability to borrow under the Credit Facility has been reduced to approximately $30 million as a result of our decreased Adjusted EBITDA. Our borrowing capacity under the Credit Facility could be further reduced or eliminated depending on our future Adjusted EBITDA. As a result of this, our overall liquidity would be diminished. Borrowings under the Credit Facility bear interest, at our option, at either a base rate or an adjusted Eurodollar rate. Base rate loans under the Credit Facility bear interest at a rate equal to the higher of (i) the prime rate as published in the Wall Street Journal, (ii) the Federal Funds Effective Rate plus 0.50% or (iii) the adjusted Eurodollar rate plus 1.00% , plus an applicable margin ranging from 0.50% to 1.50% , subject to adjustment based on a leverage ratio. Interest is in each case payable quarterly for base-rate loans. Eurodollar loans under the Credit Facility bear interest at an adjusted Eurodollar rate equal to the Eurodollar rate for such interest period multiplied by the statutory reserves, plus an applicable margin ranging from 1.50% to 2.50% . Interest is payable at the end of applicable interest periods for Eurodollar loans, except that if the interest period for a Eurodollar loan is longer than three months , interest is paid at the end of each three -month period. The unused portion of the Credit Facility is subject to a commitment fee ranging from 0.250% to 0.375% based on certain leverage ratios. The Credit Facility contains various covenants that, among other things, limit our ability to grant certain liens, make certain loans and investments, enter into mergers or acquisitions, enter into hedging transactions, change our lines of business, prepay certain indebtedness, enter into certain affiliate transactions, incur additional indebtedness or engage in certain asset dispositions. The Credit Facility also contains financial covenants, which, among other things, require us, on a consolidated basis, to maintain: (i) a ratio of total consolidated funded debt to adjusted EBITDA (as defined in our Credit Agreement) of not more than 2.5 to 1.0 and (ii) a ratio of EBITDA to interest expense of not less than 3.0 to 1.0. In addition, the Credit Facility contains customary events of default, including, among others, the failure to make required payments, the failure to comply with certain covenants or other agreements, breach of the representations and covenants contained in the agreements, default of certain other indebtedness, certain events of bankruptcy or insolvency and the occurrence of a change in control. On April 28, 2017, the Company obtained a limited waiver under its Revolving Credit Agreement, dated August 14, 2013, by and among FICV (as borrower), Amegy Bank National Association (as administrative agent), Capital One, National Association (as syndication agent) and the other lenders party thereto (the "Credit Agreement"), of its leverage ratio and interest coverage ratio for the fiscal quarters ending March 31, 2017 and June 30, 2017 (the “Waiver”) in order to not be in default for first quarter of 2017 testing. The Company agreed to comply with the following conditions during the period from the effective date of the Waiver until the delivery of its compliance certificate with respect to the fiscal quarter ending September 30, 2017: (i) maintain no less than $250.0 million in liquidity; (ii) abide by certain restrictions regarding the issuance of senior unsecured debt; and (iii) pay interest and commitment fees based on the highest “Applicable Margin” (as defined in the Credit Agreement) level. In connection with the Waiver, the Company paid a waiver fee to each lender that executed the Waiver equal to five basis points of the respective lender’s commitment under the Credit Agreement. As of September 30, 2017, we were in compliance with the covenants included in the Credit Agreement. Citibank Credit Facility In 2016, we entered into a three -year credit facility with Citibank N.A., UAE Branch in the amount of $6.0 million for the issuance of standby letters of credit and guarantees. The credit facility also allows for open ended guarantees. Outstanding amounts under the credit facility bear interest of 1.25% per annum for amounts outstanding up to one year. Amounts outstanding more than one year bear interest at 1.5% per annum. As of September 30, 2017 and December 31, 2016 , we had $2.5 million and $2.2 million , respectively, in letters of credit outstanding. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements We follow fair value measurement authoritative accounting guidance for measuring fair values of assets and liabilities in financial statements. We have consistently used the same valuation techniques for all periods presented. Please see Note 10 - Fair Value Measurements in our Annual Report for further discussion. A summary of financial assets and liabilities that are measured at fair value on a recurring basis, as of September 30, 2017 and December 31, 2016 , were as follows (in thousands): Quoted Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs (Level 1) (Level 2) (Level 3) Total September 30, 2017 Assets: Derivative financial instruments $ — $ 132 $ — $ 132 Investments: Cash surrender value of life insurance policies - deferred compensation plan — 29,671 — 29,671 Marketable securities - other 131 — — 131 Liabilities: Derivative financial instruments — 35 — 35 Deferred compensation plan — 27,659 — 27,659 December 31, 2016 Assets: Derivative financial instruments $ — $ 146 $ — $ 146 Investments: Cash surrender value of life insurance policies - deferred compensation plan — 36,269 — 36,269 Marketable securities - other 3,692 — — 3,692 Liabilities: Deferred compensation plan — 30,307 — 30,307 Our derivative financial instruments consist of short-duration foreign currency forward contracts. The fair value of our derivative financial instruments is based on quoted market values including foreign exchange forward rates and interest rates. The fair value is computed by discounting the projected future cash flow amounts to present value. Derivative financial instruments are included in our condensed consolidated balance sheets in accounts receivable, net and accrued and other current liabilities at September 30, 2017 and in accounts receivable, net, at December 31, 2016 . Our investments associated with our deferred compensation plan consist primarily of the cash surrender value of life insurance policies and are included in other assets on the condensed consolidated balance sheets. Our investments change as a result of contributions, payments, and fluctuations in the market. Assets and liabilities, measured using significant observable inputs, are reported at fair value based on third-party broker statements, which are derived from the fair value of the funds' underlying investments. We also have marketable securities in publicly traded equity securities as an indirect result of strategic investments. They are reported at fair value based on the price of the stock and are included in other assets on the condensed consolidated balance sheets. Assets and Liabilities Measured at Fair Value on a Non-recurring Basis We apply the provisions of the fair value measurement standard to our non-recurring, non-financial measurements including business combinations as well as impairment related to goodwill and other long-lived assets. For business combinations (see Note 3 - Acquisition and Divestitures), the purchase price is allocated to the assets acquired and liabilities assumed based on a discounted cash flow model for most intangibles as well as market assumptions for the valuation of equipment and other fixed assets. We utilize a discounted cash flow model in evaluating impairment considerations related to goodwill and long-lived assets. Given the unobservable nature of the inputs, the discounted cash flow models are deemed to use Level 3 inputs. Other Fair Value Considerations The carrying values on our condensed consolidated balance sheet of our cash and cash equivalents, short-term investments, trade accounts receivable, other current assets, accounts payable, accrued and other current liabilities and lines of credit approximate fair values due to their short maturities. |
Derivatives
Derivatives | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives We enter into short-duration foreign currency forward derivative contracts to reduce the risk of foreign currency fluctuations. We use these instruments to mitigate our exposure to non-local currency operating working capital. We record these contracts at fair value on our condensed consolidated balance sheets. Although the derivative contracts will serve as an economic hedge of the cash flow of our currency exchange risk exposure, they are not formally designated as hedge contracts for hedge accounting treatment. Accordingly, any changes in the fair value of the derivative instruments during a period will be included in our condensed consolidated statements of operations. As of September 30, 2017 and December 31, 2016 , we had the following foreign currency derivative contracts outstanding in U.S. dollars (in thousands): September 30, 2017 Derivative Contracts Notional Amount Contractual Exchange Rate Settlement Date Canadian dollar $ 5,740 1.2194 12/15/2017 Euro 5,982 1.1963 12/15/2017 Euro 2,399 1.1993 10/13/2017 Norwegian krone 5,338 7.8675 12/15/2017 Pound sterling 7,961 1.3268 12/15/2017 December 31, 2016 Derivative Contracts Notional Amount Contractual Exchange Rate Settlement Date Canadian dollar $ 4,553 1.3179 3/14/2017 Euro 4,753 1.0563 3/14/2017 Euro 2,558 1.0659 1/13/2017 Norwegian krone 3,643 8.5101 3/14/2017 Pound sterling 3,908 1.2607 3/14/2017 The following table summarizes the location and fair value amounts of all derivative contracts in the condensed consolidated balance sheets as of September 30, 2017 and December 31, 2016 (in thousands): Derivatives not Designated as Hedging Instruments Consolidated Balance Sheet Location September 30, 2017 December 31, 2016 Foreign currency contracts Accounts receivable, net $ 132 $ 146 Foreign currency contracts Accrued and other current liabilities (35 ) — The following table summarizes the location and amounts of the realized and unrealized gains and losses on derivative contracts in the condensed consolidated statements of operations (in thousands): Three Months Ended Nine Months Ended September 30, September 30, Derivatives not Designated as Hedging Instruments Location of Gain (Loss) Recognized in Income on Derivative Contracts 2017 2016 2017 2016 Unrealized gain (loss) on foreign currency contracts Other income (expense), net $ 681 $ (615 ) $ (49 ) $ (296 ) Realized gain (loss) on foreign currency contracts Other income (expense), net (1,794 ) 511 (2,346 ) (1,068 ) Total net loss on foreign currency contracts $ (1,113 ) $ (104 ) $ (2,395 ) $ (1,364 ) Our derivative transactions are governed through International Swaps and Derivatives Association master agreements. These agreements include stipulations regarding the right of offset in the event that we or our counterparty default on our performance obligations. If a default were to occur, both parties have the right to net amounts payable and receivable into a single net settlement between parties. Our accounting policy is to offset derivative assets and liabilities executed with the same counterparty when a master netting arrangement exists. The following table presents the gross and net fair values of our derivatives at September 30, 2017 and December 31, 2016 (in thousands): Derivative Asset Positions Derivative Liability Positions September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016 Gross position - asset / (liability) $ 239 $ 181 $ (142 ) $ (35 ) Netting adjustment (107 ) (35 ) 107 35 Net position - asset / (liability) $ 132 $ 146 $ (35 ) $ — |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions We have engaged in certain transactions with other companies related to us by common ownership. We have entered into various operating leases to lease facilities from these affiliated companies. The majority of these lease obligations expire in 2018 and, at our discretion, may be extended for an additional 36 months subject to agreement on pricing of the extension. These leases may be extended or allowed to expire by us depending on operational needs, market prices and the ability for us to negotiate and secure, at our discretion, alternative leases or replacement locations. Rent expense associated with our related party leases was $1.8 million for each of the three months ended September 30, 2017 and 2016 , and $5.3 million and $6.2 million for the nine months ended September 30, 2017 and 2016 , respectively. In certain cases, we have made improvements to properties subject to related party leases referenced above, including the construction of buildings. As of September 30, 2017 , the net book value associated with buildings we constructed on properties subject to related party leases was $62.7 million . We are depreciating the costs associated with these buildings over their estimated useful lives of approximately 39 years, which exceeds the remaining lease terms that primarily expire in 2018. Upon expiration of the leases, leasehold improvements could be construed as becoming the property of the related party lessors. As of September 30, 2017 , the net book value associated with leasehold and land improvements we constructed on properties subject to related party leases was $13.4 million , a portion of which is in construction in progress. It is our intent to extend, renew, or replace the related party property leases such that we have unrestricted use of the buildings and improvements throughout their estimated useful lives. Extension, renewal or replacement of the related party property leases is dependent on negotiations with related parties, the failure of which could result in material disputes with the related parties. In the event we do not extend, renew, or replace these related party property leases, we will revise the remaining estimated useful lives of the buildings accordingly. We are a party to certain agreements relating to the rental of aircraft to Western Airways ("WA"), an entity owned by the Mosing family. The WA agreements reflect both dry lease and wet lease rental, whereby we are charged a flat monthly fee primarily for crew, hangar, maintenance and administration costs in addition to other variable costs for fuel and maintenance. We also earn charter income from third party usage through a revenue sharing agreement. We recorded $0.4 million and $0.3 million of net charter expense for the three months ended September 30, 2017 and 2016 , respectively, and $1.0 million and $0.8 million of net charter expense for nine months ended September 30, 2017 and 2016 , respectively. Tax Receivable Agreement Mosing Holdings and its permitted transferees converted all their Preferred Stock into shares of our common stock on a one -for-one basis on August 26, 2016, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications and other similar transactions, by delivery of an equivalent portion of their interests in FICV to us (the “Conversion”). FICV will make an election under Section 754 of the Internal Revenue Code. Pursuant to the Section 754 election, the Conversion will result in an adjustment to the tax basis of the tangible and intangible assets of FICV with respect to the portion of FICV now held by FINV. These adjustments will be allocated to FINV. The adjustments to the tax basis of the tangible and intangible assets of FICV described above would not have been available absent this Conversion. The basis adjustments may reduce the amount of tax that FINV would otherwise be required to pay in the future. These basis adjustments may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. The tax receivable agreement (the "TRA") that we entered into with FICV and Mosing Holdings in connection with our initial public offering ("IPO") generally provides for the payment by FINV of 85% of the amount of the actual reductions, if any, in payments of U.S. federal, state and local income tax or franchise tax (which reductions we refer to as “cash savings”) in periods after our IPO as a result of (i) the tax basis increases resulting from the Conversion and (ii) imputed interest deemed to be paid by us as a result of, and additional tax basis arising from, payments under the TRA. In addition, the TRA provides for payment by us of interest earned from the due date (without extensions) of the corresponding tax return to the date of payment specified by the TRA. The payments under the TRA will not be conditioned upon a holder of rights under the TRA having a continued ownership interest in either FICV or FINV. We will retain the remaining 15% of cash savings, if any. The estimation of the liability under the TRA is by its nature imprecise and subject to significant assumptions regarding the amount and timing of future taxable income. As of September 30, 2017 , FINV has a cumulative loss over the prior 36 -month period. Based on this history of losses, as well as uncertainty regarding the timing and amount of future taxable income, we are no longer able to conclude that there will be future cash savings that will lead to additional payouts under the TRA beyond the estimated $2.1 million as of September 30, 2017 that represents 85% of the cash tax savings estimated to be realized in the 2016 federal income tax return of FINV. Additional TRA liability may be recognized in the future based on changes in expectations regarding the timing and likelihood of future cash savings. The payment obligations under the TRA are our obligations and are not obligations of FICV. The term of the TRA will continue until all such tax benefits have been utilized or expired, unless FINV elects to exercise its sole right to terminate the TRA early. If FINV elects to terminate the TRA early, which it may do so in its sole discretion, it would be required to make an immediate payment equal to the present value of the anticipated future tax benefits subject to the TRA (based upon certain assumptions and deemed events set forth in the TRA, including the assumption that it has sufficient taxable income to fully utilize such benefits and that any FICV interests that Mosing Holdings or its transferees own on the termination date are deemed to be exchanged on the termination date). Any early termination payment may be made significantly in advance of the actual realization, if any, of such future benefits. In addition, payments due under the TRA will be similarly accelerated following certain mergers or other changes of control. In these situations, FINV’s obligations under the TRA could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. For example, if the TRA were terminated on September 30, 2017 , the estimated termination payment would be approximately $ 102.0 million (calculated using a discount rate of 5.63% ). The foregoing number is merely an estimate and the actual payment could differ materially. Because FINV is a holding company with no operations of its own, its ability to make payments under the TRA is dependent on the ability of FICV to make distributions to it in an amount sufficient to cover FINV’s obligations under such agreements; this ability, in turn, may depend on the ability of FICV’s subsidiaries to provide payments to it. The ability of FICV and its subsidiaries to make such distributions will be subject to, among other things, the applicable provisions of Dutch law that may limit the amount of funds available for distribution and restrictions in our debt instruments. To the extent that FINV is unable to make payments under the TRA for any reason, except in the case of an acceleration of payments thereunder occurring in connection with an early termination of the TRA or certain mergers or change of control, such payments will be deferred and will accrue interest until paid, and FINV will be prohibited from paying dividends on its common stock. |
Income (Loss) Per Common Share
Income (Loss) Per Common Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Common Share | Income (Loss) Per Common Share Basic income (loss) per common share is determined by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share is determined by dividing income (loss) attributable to common stockholders by the weighted average number of common shares outstanding, assuming all potentially dilutive shares were issued. We apply the treasury stock method to determine the dilutive weighted average common shares represented by the unvested restricted stock units and ESPP shares. Through August 26, 2016, the date of the conversion of all of Mosing Holdings' Preferred Stock and Mosing Holdings' transfer of interest in FICV to us, the diluted income (loss) per share calculation assumed the conversion of 100% of our outstanding Preferred Stock on an as if converted basis. Accordingly, the numerator was also adjusted to include the earnings allocated to the noncontrolling interest after taking into account the tax effect of such exchange. The following table summarizes the basic and diluted income (loss) per share calculations (in thousands, except per share amounts): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Numerator Net income (loss) $ 2,296 $ (42,198 ) $ (50,317 ) $ (89,893 ) Less: Net loss attributable to noncontrolling interest — 5,216 — 20,741 Less: Preferred stock dividends — — — (1 ) Net income (loss) available to common shareholders $ 2,296 $ (36,982 ) $ (50,317 ) $ (69,153 ) Denominator Basic weighted average common shares 223,056 177,125 222,847 162,656 Restricted stock units (1) 525 — — — Diluted weighted average common shares (1) 223,581 177,125 222,847 162,656 Income (loss) per common share: Basic $ 0.01 $ (0.21 ) $ (0.23 ) $ (0.43 ) Diluted $ 0.01 $ (0.21 ) $ (0.23 ) $ (0.43 ) (1) Approximate number of shares of potentially convertible preferred stock to common stock up until the time of conversion on August 26, 2016, unvested restricted stock units and stock to be issued pursuant to the ESPP have been excluded from the computation of diluted income (loss) per share as the effect would be anti-dilutive when the results from operations are at a net loss position. — 32,977 624 47,273 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For interim financial reporting, we estimate the annual tax rate based on projected pre-tax income (loss) for the full year and record a quarterly income tax provision (benefit) in accordance with accounting guidance for income taxes. As the year progresses, we refine the estimate of the year's pre-tax income (loss) as new information becomes available. The continual estimation process often results in a change to the expected effective tax rate for the year. When this occurs, we adjust the income tax provision (benefit) during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected annual tax rate. Our effective tax rate on income (loss) before income taxes was 97.4% and 13.9% for the three months ended September 30, 2017 and 2016 , respectively, and 327.7% and 14.6% for the nine months ended September 30, 2017 and 2016 , respectively. The higher rate is due primarily to recording valuation allowances against our net deferred tax assets. The deferred tax assets relate to net operating losses, outside basis differences in our partnership investment and other timing differences primarily associated with our U.S. operations. In determining that a valuation allowance must be recorded in the current period, we assessed the available positive and negative evidence and concluded that it is not more likely than not that sufficient future taxable income would be generated to permit the use of our deferred tax assets. This conclusion is primarily the result of cumulative losses incurred in the most recent three year period, and uncertainty regarding when we will return to profitability. The amount of deferred tax asset considered realizable and the related need for a valuation allowance may be adjusted in future periods as the available evidence changes. As of September 30, 2017 , there were no significant changes to our unrecognized tax benefits as reported in our audited financial statements for the year ended December 31, 2016 . |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies We are the subject of lawsuits and claims arising in the ordinary course of business from time to time. A liability is accrued when a loss is both probable and can be reasonably estimated. We had no material accruals for loss contingencies, individually or in the aggregate, as of September 30, 2017 and December 31, 2016 . We believe the probability is remote that the ultimate outcome of these matters would have a material adverse effect on our financial position, results of operations or cash flows. We are conducting an internal investigation of the operations of certain of our foreign subsidiaries in West Africa including possible violations of the U.S. Foreign Corrupt Practices Act, our policies and other applicable laws. In June 2016, we voluntarily disclosed the existence of our extensive internal review to the SEC, the United States Department of Justice and other governmental entities. It is our intent to fully cooperate with these agencies and any other applicable authorities in connection with any further investigation that may be conducted in connection with this matter. While our review has not indicated that there has been any material impact on our previously filed financial statements, we have continued to collect information and cooperate with the authorities, but at this time are unable to predict the ultimate resolution of these matters with these agencies. In addition, during the course of the investigation, we discovered historical business transactions (and bids to enter into business transactions) in certain countries that may have been subject to U.S. and other international sanctions. We have disclosed this information to various governmental entities (including those involved in our ongoing investigation), but at this time are unable to predict the ultimate resolution of these matters with these agencies, including any financial impact to us. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Reporting Segments Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the CODM in deciding how to allocate resources and assess performance. We are comprised of four reportable segments: International Services, U.S. Services, Tubular Sales and Blackhawk. The International Services segment provides tubular services in international offshore markets and in several onshore international regions. Our customers in these international markets are primarily large exploration and production companies, including integrated oil and gas companies and national oil and gas companies. The U.S. Services segment provides tubular services in the active onshore oil and gas drilling regions in the U.S., including the Permian Basin, Eagle Ford Shale, Haynesville Shale, Marcellus Shale, DJ Basin and Utica Shale, as well as in the U.S. Gulf of Mexico. The Tubular Sales segment designs, manufactures and distributes large outside diameter ("OD") pipe, connectors and casing attachments and sells large OD pipe originally manufactured by various pipe mills. We also provide specialized fabrication and welding services in support of offshore projects, including drilling and production risers, flowlines and pipeline end terminations, as well as long length tubulars (up to 300 feet in length) for use as caissons or pilings. This segment also designs and manufactures proprietary equipment for use in our International and U.S. Services segments. The Blackhawk segment provides well construction and well intervention rental equipment, services and products, in addition to cementing tool expertise, in the U.S. and Mexican Gulf of Mexico, onshore U.S. and other select international locations. Adjusted EBITDA We define Adjusted EBITDA as net income (loss) before interest income, net, depreciation and amortization, income tax benefit or expense, asset impairments, gain or loss on sale of assets, foreign currency gain or loss, equity-based compensation, unrealized and realized gain or loss, the effects of the TRA, other non-cash adjustments and other charges. We review Adjusted EBITDA on both a consolidated basis and on a segment basis. We use Adjusted EBITDA to assess our financial performance because it allows us to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense), asset base (such as depreciation and amortization), income tax, foreign currency exchange rates and other charges and credits. Adjusted EBITDA has limitations as an analytical tool and should not be considered as an alternative to net income (loss), operating income (loss), cash flow from operating activities or any other measure of financial performance presented in accordance with GAAP. Previously reported Adjusted EBITDA for the three and nine months ended September 30, 2016 has been adjusted for investigation-related matters by $1.8 million and $5.1 million , respectively, as management believes removing the effect of these items allows for better comparability across periods. Our CODM uses Adjusted EBITDA as the primary measure of segment reporting performance. The following table presents a reconciliation of Segment Adjusted EBITDA to net income (loss) (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Segment Adjusted EBITDA: International Services $ 11,151 $ 4,532 $ 25,459 $ 31,752 U.S. Services (1) (11,322 ) (5,995 ) (27,775 ) (13,018 ) Tubular Sales (1,333 ) 165 1,736 1,343 Blackhawk 3,477 — 7,653 — 1,973 (1,298 ) 7,073 20,077 Interest income, net 1,019 646 2,170 1,050 Depreciation and amortization (30,650 ) (26,545 ) (92,700 ) (84,278 ) Income tax (expense) benefit (87,613 ) 6,800 (72,419 ) 15,311 Gain on sale of assets 829 46 2,091 1,095 Foreign currency gain (loss) 1,839 (1,696 ) 3,184 (5,907 ) Derecognition of the TRA liability (2) 122,515 — 122,515 — Charges and credits (3) (7,616 ) (20,151 ) (22,231 ) (37,241 ) Net income (loss) $ 2,296 $ (42,198 ) $ (50,317 ) $ (89,893 ) (1) Amounts previously reported as Corporate and other of $159 and $361 for the three and nine months ended September 30, 2016, respectively, have been reclassified to U.S. Services to conform to the current presentation. (2) Please see Note 12 - Related Party Transactions for further discussion. (3) Comprised of Equity-based compensation expense (for the three months ended September 30, 2017 and 2016 : $2,342 and $3,828 , respectively, and for the nine months ended September 30, 2017 and 2016 : $11,458 and $12,356 , respectively), Mergers and acquisition expense (for the three months ended September 30, 2017 and 2016 : none and none , respectively, and for the nine months ended September 30, 2017 and 2016 : $459 and none , respectively), Severance and other charges (for the three months ended September 30, 2017 and 2016 : $1,648 and $14,534 , respectively, and for the nine months ended September 30, 2017 and 2016 : $2,386 and $18,858 , respectively), Unrealized and realized (losses) (for the three months ended September 30, 2017 and 2016 : $(1,123) and $(10) , respectively, and for the nine months ended September 30, 2017 and 2016 : $(2,819) and $(973) , respectively) and Investigation-related matters (for the three months ended September 30, 2017 and 2016 : $2,503 and $1,779 , respectively, and for the nine months ended September 30, 2017 and 2016 : $5,109 and $5,054 , respectively). The following tables set forth certain financial information with respect to our reportable segments (in thousands): International Services U.S. Services Tubular Sales Blackhawk Eliminations Total Three Months Ended September 30, 2017 Revenue from external customers $ 53,742 $ 29,065 $ 7,701 $ 17,575 $ — $ 108,083 Inter-segment revenue 3 4,062 3,111 33 (7,209 ) — Operating loss (2,647 ) (25,453 ) (3,967 ) (3,013 ) — (35,080 ) Adjusted EBITDA 11,151 (11,322 ) (1,333 ) 3,477 — * Three Months Ended September 30, 2016 Revenue from external customers $ 51,028 $ 34,057 $ 20,029 $ — $ — $ 105,114 Inter-segment revenue (1 ) 3,641 5,036 — (8,676 ) — Operating loss (17,697 ) (30,415 ) (820 ) — — (48,932 ) Adjusted EBITDA (1) 4,532 (5,995 ) 165 — — * Nine Months Ended September 30, 2017 Revenue from external customers $ 153,851 $ 89,936 $ 40,787 $ 51,899 $ — $ 336,473 Inter-segment revenue 18 12,890 10,350 105 (23,363 ) — Operating loss (19,140 ) (73,092 ) (782 ) (12,642 ) — (105,656 ) Adjusted EBITDA 25,459 (27,775 ) 1,736 7,653 — * Nine Months Ended September 30, 2016 Revenue from external customers $ 191,440 $ 119,955 $ 68,151 $ — $ — $ 379,546 Inter-segment revenue 45 11,691 15,053 — (26,789 ) — Operating loss (25,834 ) (74,722 ) (1,936 ) — — (102,492 ) Adjusted EBITDA (1) 31,752 (13,018 ) 1,343 — — * (1) Amounts previously reported as Corporate and other of $159 and $361 for the three and nine months ended September 30, 2016, respectively, have been reclassified to U.S. Services to conform to the current presentation. * Non-GAAP financial measure not disclosed. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information Supplemental cash flows and non-cash transactions were as follows for the periods indicated (in thousands): For the Nine Months Ended September 30, 2017 2016 Non-cash transactions: Change in accounts payable and accrued expenses related to capital expenditures $ 3,983 $ 1,086 Conversion of Preferred Stock — 56,056 Tax receivable agreement liability — (124,646 ) Deferred tax impact of tax receivable agreement — 68,590 |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements of FINV for the three and nine months ended September 30, 2017 and 2016 include the activities of Frank's International C.V. ("FICV") and its wholly owned subsidiaries (collectively, the "Company," "we," "us" or "our"). All intercompany accounts and transactions have been eliminated for purposes of preparing these condensed consolidated financial statements. Our accompanying condensed consolidated financial statements have not been audited by our independent registered public accounting firm. The consolidated balance sheet at December 31, 2016 is derived from audited financial statements. However, certain information and footnote disclosures required by generally accepted accounting principles in the United States of America ("GAAP") for complete annual financial statements have been omitted and, therefore, these interim financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended December 31, 2016 , which are included in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on February 24, 2017 ("Annual Report"). In the opinion of management, these condensed consolidated financial statements, which have been prepared pursuant to the rules of the SEC and GAAP for interim financial reporting, reflect all adjustments, which consisted only of normal recurring adjustments that were necessary for a fair statement of the interim periods presented. The results of operations for interim periods are not necessarily indicative of those for a full year. The condensed consolidated financial statements have been prepared on a historical cost basis using the United States dollar as the reporting currency. Our functional currency is primarily the United States dollar. |
Reclassifications | Reclassifications Historically, and through December 31, 2016, certain direct and indirect costs related to operations and manufacturing were classified and reported as general and administrative expenses ("G&A"). The historical classification was consistent with the information used by the Company’s chief operating decision maker ("CODM") to assess performance of the Company’s segments and make resource allocation decisions, and the classification of such costs within the condensed consolidated statements of operations was aligned with the segment presentation. Effective January 1, 2017, the Company changed the classification of certain of these costs in its segment reporting disclosures and within the condensed consolidated statements of operations to reflect a change in the presentation of the information used by the Company’s CODM. This reclassification of costs between cost of revenue and G&A has no net impact to the condensed consolidated statements of operations or to total segment reporting. The change will better reflect the CODM's philosophy on assessing performance and allocating resources, as well as improve comparability to the Company's peer group. This is a change in costs classification and has been reflected retrospectively for all periods presented. |
Short-term investments | Short‑term investments Short‑term investments consist of commercial paper. These investments have original maturities of greater than three months but less than twelve months. They are classified as held-to-maturity investments, which are recorded at amortized cost. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Changes to GAAP are established by the Financial Accounting Standards Board ("FASB") in the form of accounting standards updates ("ASUs") to the FASB’s Accounting Standards Codification. We consider the applicability and impact of all ASUs. ASUs not listed below were assessed and were either determined to be not applicable or are expected to have immaterial impact on our consolidated financial position or results of operations. In May 2017, the FASB issued guidance to clarify and reduce both (i) diversity in practice and (ii) cost and complexity when accounting for a change to the terms and conditions of a share-based payment award. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. Early adoption is permitted. The amendments in this guidance should be applied prospectively to an award modified on or after the adoption date. Management is evaluating the provisions of this new accounting guidance, including which period to adopt, and has not determined what impact the adoption will have on our consolidated financial statements. In January 2017, the FASB issued guidance that simplifies the accounting for goodwill impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain largely unchanged. The new standard will be applied prospectively, and is effective for public companies for their annual or any interim goodwill impairment tests for fiscal years beginning after December 15, 2019. Early adoption is permitted for any impairment tests performed after January 1, 2017. The Company has adopted the provisions of this new accounting guidance for the Company's annual goodwill impairment analysis for the year ended December 31, 2017. In January 2017, the FASB issued new accounting guidance for business combinations clarifying the definition of a business. The objective of the guidance is to help companies and other organizations which have acquired or sold a business to evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. For public entities, the guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. Early adoption is permitted under certain circumstances. Management is evaluating the provisions of this new accounting guidance. In October 2016, the FASB issued new accounting guidance for recognition of income tax consequences of an intra-entity transfer of an asset other than inventory. The objective of the guidance is to eliminate the exception for an intra-entity transfer of an asset other than inventory and requires an entity to recognize the income tax consequences at the time of transfer rather than when the asset is sold to a third party. For public entities, the guidance is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period for which financial statements have not yet been issued. Management is evaluating the provisions of this new accounting guidance, including which period to adopt, and has not determined what impact the adoption will have on our consolidated financial statements. In August 2016, the FASB issued new accounting guidance for classification of certain cash receipts and cash payments in the statement of cash flows. The objective of the guidance is to reduce the existing diversity in practice related to the presentation and classification of certain cash receipts and cash payments. The guidance addresses eight specific cash flow issues including but not limited to, debt prepayment or extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims and proceeds from the settlement of corporate-owned life insurance policies. For public entities, the guidance is effective for financial statements issued for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years and is retrospective for all periods presented. Early adoption is permitted including for interim periods. Management is evaluating the provisions of this new accounting guidance, including which period to adopt, and has not determined what impact the adoption will have on our consolidated financial statements. In June 2016, the FASB issued new accounting guidance for credit losses on financial instruments. The guidance includes the replacement of the “incurred loss” approach for recognizing credit losses on financial assets, including trade receivables, with a methodology that reflects expected credit losses, which considers historical and current information as well as reasonable and supportable forecasts. For public entities, the guidance is effective for financial statements issued for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early application is permitted for all entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Management is evaluating the provisions of this new accounting guidance, including which period to adopt, and has not determined what impact the adoption will have on our consolidated financial statements. In March 2016, the FASB issued accounting guidance on equity compensation, which simplifies the accounting for the taxes related to equity-based compensation, including adjustments to how excess tax benefits and a company's payments for tax withholdings should be classified. The ASU also gives an option to recognize actual forfeitures when they occur and clarifies the statement of cash flow presentation for certain components of share-based awards. We adopted this guidance on January 1, 2017 and have elected to recognize actual forfeitures when they occur. The adoption did not have an impact on our consolidated financial statements. In February 2016, the FASB issued accounting guidance for leases. The main objective of the accounting guidance is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The main difference between previous GAAP and the new guidance is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. The new guidance requires lessees to recognize assets and liabilities arising from leases on the balance sheet and further defines a lease as a contract that conveys the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. Control over the use of the identified asset means that the customer has both (1) the right to obtain substantially all of the economic benefit from the use of the asset and (2) the right to direct the use of the asset. The accounting guidance requires disclosures by lessees and lessors to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. For public entities, the guidance is effective for financial statements issued for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years; early application is permitted. We are currently evaluating the impact of this accounting standard update on our consolidated financial statements and plan to adopt the new standard effective January 1, 2019. In July 2015, the FASB issued accounting guidance on simplifying the measurement of inventory. Under this guidance, inventory will be measured at the lower of cost and net realizable value. Options that currently exist for market value will be eliminated. The guidance defines net realizable value as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. No other changes were made to the current guidance on inventory measurement. We adopted this guidance on January 1, 2017, and the adoption did not have a material impact on our consolidated financial statements. In May 2014, the FASB issued amendments to guidance on the recognition of revenue based upon the entity’s contracts with customers to transfer goods or services. Under the new standard, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard creates a five step model that requires companies to exercise judgment when considering the terms of a contract and all relevant facts and circumstances. The standard allows for several transition methods: (a) a full retrospective adoption in which the standard is applied to all of the periods presented, or (b) a modified retrospective adoption in which the standard is applied only to the most current period presented in the financial statements, including additional disclosures of the standard’s application impact to individual financial statement line items. In July 2015, the FASB deferred the effective date by one year to December 15, 2017 for annual periods, and interim reporting periods within those fiscal years, beginning after that date. We are currently determining the impacts of the new standard on our contract portfolio. Our implementation efforts to date include the identification of revenue streams with similar contract structures, performing a detailed review of key contracts by revenue stream and comparing historical policies and practices to the new standard. Our evaluation of the impact of the new guidance on our consolidated financial statements is ongoing and we continue to evaluate the quantitative and qualitative impacts of the standard on timing of recognition for various revenues. While we are continuing to perform our analysis, at the present time, we anticipate the adoption of the new standard will have an immaterial impact on revenues from contracts for equipment rentals and services. However, revenues from product sales with bill-and-hold arrangements may be accelerated once we adopt the new standard. We will adopt the new standard effective January 1, 2018 using the modified retrospective method. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Reclassifications to Previously Reported Amounts | The following is a summary of reclassifications to previously reported amounts (in thousands): Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016 As previously reported Reclassifications As currently reported As previously reported Reclassifications As currently reported Condensed Consolidated Statements of Operations Cost of revenues, exclusive of depreciation and amortization Equipment rentals and services $ 47,002 $ 10,305 $ 57,307 $ 155,367 $ 34,598 $ 189,965 Products 13,237 2,792 16,029 42,594 8,852 51,446 General and administrative expenses 52,774 (13,097 ) 39,677 182,036 (43,450 ) 138,586 |
Noncontrolling Interest (Tables
Noncontrolling Interest (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Noncontrolling Interest [Abstract] | |
Schedule of Net Income Attributable to Noncontrolling Interest | A reconciliation of net loss attributable to noncontrolling interest is detailed as follows (in thousands): Three Months Ended Nine Months Ended September 30, 2016 Net loss $ (42,198 ) $ (89,893 ) Add: Net loss after Mosing Holdings contributed interest to FINV (1) 18,355 18,355 Add: Provision (benefit) for U.S. income taxes of FINV (2) 3,078 (10,414 ) Less: Loss of FINV (3) 97 23 Net loss subject to noncontrolling interest (20,668 ) (81,929 ) Noncontrolling interest percentage (4) 25.2 % 25.2 % Net loss attributable to noncontrolling interest $ (5,216 ) $ (20,741 ) (1) Represents net loss after August 26, 2016, when Mosing Holdings transferred its interest to FINV. (2) Represents income tax expense (benefit) of entities outside of FICV, as well as income tax attributable to our proportionate share of the U.S. operations of our partnership interests in FICV as of August 26, 2016. (3) Represents results of operations for entities outside of FICV as of August 26, 2016. (4) Represents the economic interest in FICV held by Mosing Holdings before the preferred stock conversion on August 26, 2016. This percentage changed as additional shares of FINV common stock were issued. Effective August 26, 2016, Mosing Holdings delivered its economic interest in FICV to us. |
Acquisition and Divestitures (T
Acquisition and Divestitures (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Schedule of Pro Forma Information | The following table shows our unaudited pro forma financial information assuming the transaction occurred on January 1, 2015 (in thousands, except per share amounts): Three Months Ended Nine Months Ended September 30, 2016 Revenue $ 120,902 $ 431,962 Net loss applicable to common shares (41,686 ) (82,650 ) Loss per common share: Basic and diluted $ (0.22 ) $ (0.47 ) |
Schedule of Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary and the final purchase price allocations of the fair values of the assets acquired and liabilities assumed as part of the Blackhawk acquisition as of November 1, 2016 as determined in accordance with business combination accounting guidance (in thousands): Preliminary purchase price allocation Purchase price adjustments Final purchase price allocation Current assets, excluding cash $ 23,626 $ — $ 23,626 Property, plant and equipment 45,091 55 45,146 Other long-term assets 3,139 — 3,139 Intangible assets 41,972 153 42,125 Assets acquired $ 113,828 $ 208 $ 114,036 Current liabilities assumed 11,132 185 11,317 Other long-term liabilities 542 — 542 Liabilities assumed $ 11,674 $ 185 $ 11,859 Fair value of net assets acquired 102,154 23 102,177 Total consideration transferred 294,563 — 294,563 Goodwill $ 192,409 $ (23 ) $ 192,386 |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable at September 30, 2017 and December 31, 2016 were as follows (in thousands): September 30, December 31, 2017 2016 Trade accounts receivable, net of allowance of $13,907 and $14,337, respectively $ 96,034 $ 89,096 Unbilled revenue 24,464 30,882 Taxes receivable 13,987 42,870 Affiliated (1) 895 717 Other receivables 5,526 3,852 Total accounts receivable $ 140,906 $ 167,417 (1) Amounts represent expenditures on behalf of non-consolidated affiliates and receivables for aircraft charter income. |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories at September 30, 2017 and December 31, 2016 were as follows (in thousands): September 30, December 31, 2017 2016 Pipe and connectors $ 88,982 $ 102,360 Finished goods 16,063 14,257 Work in progress 8,644 7,099 Raw materials, components and supplies 19,272 15,363 Total inventories $ 132,961 $ 139,079 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | The following is a summary of property, plant and equipment at September 30, 2017 and December 31, 2016 (in thousands): Estimated Useful Lives in Years September 30, December 31, Land — $ 16,491 $ 15,730 Land improvements 8-15 9,346 9,379 Buildings and improvements (1) 39 119,971 73,211 Rental machinery and equipment 7 930,443 933,667 Machinery and equipment - other 7 56,321 60,182 Furniture, fixtures and computers 5 26,280 19,073 Automobiles and other vehicles 5 32,621 36,796 Aircraft 7 — 16,267 Leasehold improvements (1) 7-15, or lease term if shorter 9,870 8,027 Construction in progress - machinery and equipment and buildings (1) — 68,066 120,937 1,269,409 1,293,269 Less: Accumulated depreciation (771,625 ) (726,245 ) Total property, plant and equipment, net $ 497,784 $ 567,024 (1) See Note 12 - Related Party Transactions for additional information. |
Summary of Depreciation and Amortization Expense | The following table presents the depreciation and amortization associated with each line for the periods ended September 30, 2017 and 2016 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Equipment rentals and services $ 25,663 $ 23,870 $ 78,558 $ 76,023 Products 1,278 989 3,838 3,081 General and administrative expenses 3,709 1,686 10,304 5,174 Total $ 30,650 $ 26,545 $ 92,700 $ 84,278 |
Other Assets (Tables)
Other Assets (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Summary of Other Assets | Other assets at September 30, 2017 and December 31, 2016 consisted of the following (in thousands): September 30, December 31, 2017 2016 Cash surrender value of life insurance policies (1) $ 29,671 $ 36,269 Deposits 2,193 2,343 Other 1,480 6,921 Total other assets $ 33,344 $ 45,533 (1) See Note 10 – Fair Value Measurements |
Accrued and Other Current Lia34
Accrued and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
Summary of Accrued and Other Current Liabilities | Accrued and other current liabilities at September 30, 2017 and December 31, 2016 consisted of the following (in thousands): September 30, December 31, 2017 2016 Accrued compensation $ 18,758 $ 10,854 Accrued property and other taxes 19,781 19,740 Accrued severance and other charges 2,040 6,150 Income taxes 11,012 6,857 Accrued purchase orders 8,174 2,083 Other 15,329 19,266 Total accrued and other current liabilities $ 75,094 $ 64,950 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | A summary of financial assets and liabilities that are measured at fair value on a recurring basis, as of September 30, 2017 and December 31, 2016 , were as follows (in thousands): Quoted Prices in Active Markets Significant Other Observable Inputs Significant Unobservable Inputs (Level 1) (Level 2) (Level 3) Total September 30, 2017 Assets: Derivative financial instruments $ — $ 132 $ — $ 132 Investments: Cash surrender value of life insurance policies - deferred compensation plan — 29,671 — 29,671 Marketable securities - other 131 — — 131 Liabilities: Derivative financial instruments — 35 — 35 Deferred compensation plan — 27,659 — 27,659 December 31, 2016 Assets: Derivative financial instruments $ — $ 146 $ — $ 146 Investments: Cash surrender value of life insurance policies - deferred compensation plan — 36,269 — 36,269 Marketable securities - other 3,692 — — 3,692 Liabilities: Deferred compensation plan — 30,307 — 30,307 |
Derivatives (Tables)
Derivatives (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Foreign Currency Derivative Contracts | As of September 30, 2017 and December 31, 2016 , we had the following foreign currency derivative contracts outstanding in U.S. dollars (in thousands): September 30, 2017 Derivative Contracts Notional Amount Contractual Exchange Rate Settlement Date Canadian dollar $ 5,740 1.2194 12/15/2017 Euro 5,982 1.1963 12/15/2017 Euro 2,399 1.1993 10/13/2017 Norwegian krone 5,338 7.8675 12/15/2017 Pound sterling 7,961 1.3268 12/15/2017 December 31, 2016 Derivative Contracts Notional Amount Contractual Exchange Rate Settlement Date Canadian dollar $ 4,553 1.3179 3/14/2017 Euro 4,753 1.0563 3/14/2017 Euro 2,558 1.0659 1/13/2017 Norwegian krone 3,643 8.5101 3/14/2017 Pound sterling 3,908 1.2607 3/14/2017 |
Schedule of Balance Sheet Location and Fair Value Derivative Contracts | The following table summarizes the location and fair value amounts of all derivative contracts in the condensed consolidated balance sheets as of September 30, 2017 and December 31, 2016 (in thousands): Derivatives not Designated as Hedging Instruments Consolidated Balance Sheet Location September 30, 2017 December 31, 2016 Foreign currency contracts Accounts receivable, net $ 132 $ 146 Foreign currency contracts Accrued and other current liabilities (35 ) — |
Impact of Derivatives Instruments on the Income Statement | The following table summarizes the location and amounts of the realized and unrealized gains and losses on derivative contracts in the condensed consolidated statements of operations (in thousands): Three Months Ended Nine Months Ended September 30, September 30, Derivatives not Designated as Hedging Instruments Location of Gain (Loss) Recognized in Income on Derivative Contracts 2017 2016 2017 2016 Unrealized gain (loss) on foreign currency contracts Other income (expense), net $ 681 $ (615 ) $ (49 ) $ (296 ) Realized gain (loss) on foreign currency contracts Other income (expense), net (1,794 ) 511 (2,346 ) (1,068 ) Total net loss on foreign currency contracts $ (1,113 ) $ (104 ) $ (2,395 ) $ (1,364 ) |
Schedule of Derivative Assets, Gross and Net Fair Values | The following table presents the gross and net fair values of our derivatives at September 30, 2017 and December 31, 2016 (in thousands): Derivative Asset Positions Derivative Liability Positions September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016 Gross position - asset / (liability) $ 239 $ 181 $ (142 ) $ (35 ) Netting adjustment (107 ) (35 ) 107 35 Net position - asset / (liability) $ 132 $ 146 $ (35 ) $ — |
Schedule of Derivative Liabilities, Gross and Net Fair Values | The following table presents the gross and net fair values of our derivatives at September 30, 2017 and December 31, 2016 (in thousands): Derivative Asset Positions Derivative Liability Positions September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016 Gross position - asset / (liability) $ 239 $ 181 $ (142 ) $ (35 ) Netting adjustment (107 ) (35 ) 107 35 Net position - asset / (liability) $ 132 $ 146 $ (35 ) $ — |
Income (Loss) Per Common Share
Income (Loss) Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table summarizes the basic and diluted income (loss) per share calculations (in thousands, except per share amounts): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Numerator Net income (loss) $ 2,296 $ (42,198 ) $ (50,317 ) $ (89,893 ) Less: Net loss attributable to noncontrolling interest — 5,216 — 20,741 Less: Preferred stock dividends — — — (1 ) Net income (loss) available to common shareholders $ 2,296 $ (36,982 ) $ (50,317 ) $ (69,153 ) Denominator Basic weighted average common shares 223,056 177,125 222,847 162,656 Restricted stock units (1) 525 — — — Diluted weighted average common shares (1) 223,581 177,125 222,847 162,656 Income (loss) per common share: Basic $ 0.01 $ (0.21 ) $ (0.23 ) $ (0.43 ) Diluted $ 0.01 $ (0.21 ) $ (0.23 ) $ (0.43 ) (1) Approximate number of shares of potentially convertible preferred stock to common stock up until the time of conversion on August 26, 2016, unvested restricted stock units and stock to be issued pursuant to the ESPP have been excluded from the computation of diluted income (loss) per share as the effect would be anti-dilutive when the results from operations are at a net loss position. — 32,977 624 47,273 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Reconciliation of Adjusted Earnings before Interest, Taxes, Depreciation, and Amortization from Segments to Consolidated | The following table presents a reconciliation of Segment Adjusted EBITDA to net income (loss) (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Segment Adjusted EBITDA: International Services $ 11,151 $ 4,532 $ 25,459 $ 31,752 U.S. Services (1) (11,322 ) (5,995 ) (27,775 ) (13,018 ) Tubular Sales (1,333 ) 165 1,736 1,343 Blackhawk 3,477 — 7,653 — 1,973 (1,298 ) 7,073 20,077 Interest income, net 1,019 646 2,170 1,050 Depreciation and amortization (30,650 ) (26,545 ) (92,700 ) (84,278 ) Income tax (expense) benefit (87,613 ) 6,800 (72,419 ) 15,311 Gain on sale of assets 829 46 2,091 1,095 Foreign currency gain (loss) 1,839 (1,696 ) 3,184 (5,907 ) Derecognition of the TRA liability (2) 122,515 — 122,515 — Charges and credits (3) (7,616 ) (20,151 ) (22,231 ) (37,241 ) Net income (loss) $ 2,296 $ (42,198 ) $ (50,317 ) $ (89,893 ) (1) Amounts previously reported as Corporate and other of $159 and $361 for the three and nine months ended September 30, 2016, respectively, have been reclassified to U.S. Services to conform to the current presentation. (2) Please see Note 12 - Related Party Transactions for further discussion. (3) Comprised of Equity-based compensation expense (for the three months ended September 30, 2017 and 2016 : $2,342 and $3,828 , respectively, and for the nine months ended September 30, 2017 and 2016 : $11,458 and $12,356 , respectively), Mergers and acquisition expense (for the three months ended September 30, 2017 and 2016 : none and none , respectively, and for the nine months ended September 30, 2017 and 2016 : $459 and none , respectively), Severance and other charges (for the three months ended September 30, 2017 and 2016 : $1,648 and $14,534 , respectively, and for the nine months ended September 30, 2017 and 2016 : $2,386 and $18,858 , respectively), Unrealized and realized (losses) (for the three months ended September 30, 2017 and 2016 : $(1,123) and $(10) , respectively, and for the nine months ended September 30, 2017 and 2016 : $(2,819) and $(973) , respectively) and Investigation-related matters (for the three months ended September 30, 2017 and 2016 : $2,503 and $1,779 , respectively, and for the nine months ended September 30, 2017 and 2016 : $5,109 and $5,054 , respectively). |
Schedule of Financial Information, by Reportable Segments | The following tables set forth certain financial information with respect to our reportable segments (in thousands): International Services U.S. Services Tubular Sales Blackhawk Eliminations Total Three Months Ended September 30, 2017 Revenue from external customers $ 53,742 $ 29,065 $ 7,701 $ 17,575 $ — $ 108,083 Inter-segment revenue 3 4,062 3,111 33 (7,209 ) — Operating loss (2,647 ) (25,453 ) (3,967 ) (3,013 ) — (35,080 ) Adjusted EBITDA 11,151 (11,322 ) (1,333 ) 3,477 — * Three Months Ended September 30, 2016 Revenue from external customers $ 51,028 $ 34,057 $ 20,029 $ — $ — $ 105,114 Inter-segment revenue (1 ) 3,641 5,036 — (8,676 ) — Operating loss (17,697 ) (30,415 ) (820 ) — — (48,932 ) Adjusted EBITDA (1) 4,532 (5,995 ) 165 — — * Nine Months Ended September 30, 2017 Revenue from external customers $ 153,851 $ 89,936 $ 40,787 $ 51,899 $ — $ 336,473 Inter-segment revenue 18 12,890 10,350 105 (23,363 ) — Operating loss (19,140 ) (73,092 ) (782 ) (12,642 ) — (105,656 ) Adjusted EBITDA 25,459 (27,775 ) 1,736 7,653 — * Nine Months Ended September 30, 2016 Revenue from external customers $ 191,440 $ 119,955 $ 68,151 $ — $ — $ 379,546 Inter-segment revenue 45 11,691 15,053 — (26,789 ) — Operating loss (25,834 ) (74,722 ) (1,936 ) — — (102,492 ) Adjusted EBITDA (1) 31,752 (13,018 ) 1,343 — — * (1) Amounts previously reported as Corporate and other of $159 and $361 for the three and nine months ended September 30, 2016, respectively, have been reclassified to U.S. Services to conform to the current presentation. * Non-GAAP financial measure not disclosed. |
Supplemental Cash Flow Inform39
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flows and Non-Cash Transactions | Supplemental cash flows and non-cash transactions were as follows for the periods indicated (in thousands): For the Nine Months Ended September 30, 2017 2016 Non-cash transactions: Change in accounts payable and accrued expenses related to capital expenditures $ 3,983 $ 1,086 Conversion of Preferred Stock — 56,056 Tax receivable agreement liability — (124,646 ) Deferred tax impact of tax receivable agreement — 68,590 |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Equipment rentals and services | $ 60,981 | $ 57,307 | $ 178,865 | $ 189,965 |
Products | 10,750 | 16,029 | 45,162 | 51,446 |
General and administrative expenses | $ 39,963 | 39,677 | $ 125,107 | 138,586 |
As previously reported | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Equipment rentals and services | 47,002 | 155,367 | ||
Products | 13,237 | 42,594 | ||
General and administrative expenses | 52,774 | 182,036 | ||
Reclassifications | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Equipment rentals and services | 10,305 | 34,598 | ||
Products | 2,792 | 8,852 | ||
General and administrative expenses | $ (13,097) | $ (43,450) |
Noncontrolling Interest (Detail
Noncontrolling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Noncontrolling Interest [Line Items] | ||||
Net loss | $ 2,296 | $ (42,198) | $ (50,317) | $ (89,893) |
Income (loss) before income tax expense (benefit) | 89,909 | (48,998) | 22,102 | (105,204) |
Net loss attributable to noncontrolling interest | $ 0 | (5,216) | $ 0 | (20,741) |
Frank's International C.V. | ||||
Noncontrolling Interest [Line Items] | ||||
Net loss | (42,198) | (89,893) | ||
Add: Net loss after Mosing Holdings contributed interest to FINV | 18,355 | 18,355 | ||
Add: Provision (benefit) for U.S. income taxes of FINV | 3,078 | (10,414) | ||
Less: Loss of FINV | 97 | 23 | ||
Income (loss) before income tax expense (benefit) | $ (20,668) | $ (81,929) | ||
Noncontrolling interest percentage | 25.20% | 25.20% | ||
Net loss attributable to noncontrolling interest | $ (5,216) | $ (20,741) |
Acquisition and Divestitures -
Acquisition and Divestitures - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | Nov. 01, 2016 | Sep. 30, 2017 | Aug. 31, 2017 | Mar. 31, 2017 | Sep. 30, 2017 | Oct. 31, 2016 |
Business Acquisition [Line Items] | ||||||
Proceeds from sale of aircraft | $ 4,900 | $ 1,300 | ||||
Gain on sale of asset | $ 600 | $ 1,300 | ||||
Proceeds from sale of building | 2,700 | |||||
Blackhawk | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | $ 192,400 | |||||
Blackhawk | ||||||
Business Acquisition [Line Items] | ||||||
Cash payments to acquire business | $ 150,400 | |||||
Shares of common stock to acquire business | 12.8 | |||||
Total consideration to acquire business | $ 294,563 | $ 294,563 | ||||
Closing share price (in dollars per share) | $ 11.25 | |||||
Goodwill | $ 192,409 | $ 192,386 | $ 192,386 |
Acquisition and Divestitures 43
Acquisition and Divestitures - Schedule of Pro Forma Financial Information (Details) - Blackhawk - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
Business Acquisition [Line Items] | ||
Revenue | $ 120,902 | $ 431,962 |
Net loss applicable to common shares | $ (41,686) | $ (82,650) |
Loss per common share: | ||
Basic and diluted (in dollars per share) | $ (0.22) | $ (0.47) |
Acquisition and Divestitures 44
Acquisition and Divestitures - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - Blackhawk - USD ($) $ in Thousands | Nov. 01, 2016 | Sep. 30, 2017 |
Business Acquisition [Line Items] | ||
Current assets, excluding cash, purchase price allocation | $ 23,626 | $ 23,626 |
Property, plant and equipment, purchase price allocation | 45,091 | 45,146 |
Other long-term assets, purchase price allocation | 3,139 | 3,139 |
Intangible assets, purchase price allocation | 41,972 | 42,125 |
Assets acquired, purchase price allocation | 113,828 | 114,036 |
Current liabilities assumed, purchase price allocation | 11,132 | 11,317 |
Other long-term liabilities, purchase price allocation | 542 | 542 |
Liabilities assumed, purchase price allocation | 11,674 | 11,859 |
Fair value of net assets acquired, purchase price allocation | 102,154 | 102,177 |
Total consideration transferred, purchase price allocation | 294,563 | 294,563 |
Goodwill | $ 192,409 | 192,386 |
Purchase price adjustments | ||
Property, plant and equipment, purchase price adjustments | 55 | |
Intangible assets, purchase price adjustments | 153 | |
Assets acquired, purchase price adjustments | 208 | |
Current liabilities assumed, purchase price adjustments | 185 | |
Liabilities assumed, purchase price adjustments | 185 | |
Fair value of net assets acquired, purchase price adjustments | 23 | |
Goodwill, purchase price adjustments | $ (23) |
Accounts Receivable, net (Detai
Accounts Receivable, net (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Receivables [Abstract] | ||
Trade accounts receivable, net of allowance of $13,907 and $14,337, respectively | $ 96,034 | $ 89,096 |
Allowance for trade accounts receivable | 13,907 | 14,337 |
Unbilled revenue | 24,464 | 30,882 |
Taxes receivable | 13,987 | 42,870 |
Affiliated | 895 | 717 |
Other receivables | 5,526 | 3,852 |
Total accounts receivable | $ 140,906 | $ 167,417 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Pipe and connectors | $ 88,982 | $ 102,360 |
Finished goods | 16,063 | 14,257 |
Work in progress | 8,644 | 7,099 |
Raw materials, components and supplies | 19,272 | 15,363 |
Total inventories | $ 132,961 | $ 139,079 |
Property, Plant and Equipment47
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 1,269,409 | $ 1,269,409 | $ 1,293,269 |
Less: Accumulated depreciation | (771,625) | (771,625) | (726,245) |
Total property, plant and equipment, net | 497,784 | 497,784 | 567,024 |
Assets held-for-sale, net book value | 4,100 | 4,100 | |
Assets held-for-sale, recognized loss | 300 | ||
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 16,491 | 16,491 | 15,730 |
Land improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 9,346 | $ 9,346 | 9,379 |
Land improvements | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives (in years) | 8 years | ||
Land improvements | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives (in years) | 15 years | ||
Buildings and improvements | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives (in years) | 39 years | ||
Property, plant and equipment, gross | 119,971 | $ 119,971 | 73,211 |
Rental machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives (in years) | 7 years | ||
Property, plant and equipment, gross | 930,443 | $ 930,443 | 933,667 |
Machinery and equipment - other | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives (in years) | 7 years | ||
Property, plant and equipment, gross | 56,321 | $ 56,321 | 60,182 |
Furniture, fixtures and computers | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives (in years) | 5 years | ||
Property, plant and equipment, gross | 26,280 | $ 26,280 | 19,073 |
Automobiles and other vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives (in years) | 5 years | ||
Property, plant and equipment, gross | 32,621 | $ 32,621 | 36,796 |
Aircraft | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives (in years) | 7 years | ||
Property, plant and equipment, gross | 0 | $ 0 | 16,267 |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 9,870 | $ 9,870 | 8,027 |
Leasehold improvements | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives (in years) | 7 years | ||
Leasehold improvements | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives (in years) | 15 years | ||
Construction in progress - machinery and equipment and buildings | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 68,066 | $ 68,066 | $ 120,937 |
Property, Plant and Equipment -
Property, Plant and Equipment - Depreciation and Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization | $ 30,650 | $ 26,545 | $ 92,700 | $ 84,278 |
Equipment rentals and services | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization | 25,663 | 23,870 | 78,558 | 76,023 |
Products | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization | 1,278 | 989 | 3,838 | 3,081 |
General and administrative expenses | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization | $ 3,709 | $ 1,686 | $ 10,304 | $ 5,174 |
Other Assets (Details)
Other Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Cash surrender value of life insurance policies | $ 29,671 | $ 36,269 |
Deposits | 2,193 | 2,343 |
Other | 1,480 | 6,921 |
Total other assets | $ 33,344 | $ 45,533 |
Accrued and Other Current Lia50
Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 18,758 | $ 10,854 |
Accrued property and other taxes | 19,781 | 19,740 |
Accrued severance and other charges | 2,040 | 6,150 |
Income taxes | 11,012 | 6,857 |
Accrued purchase orders | 8,174 | 2,083 |
Other | 15,329 | 19,266 |
Total accrued and other current liabilities | $ 75,094 | $ 64,950 |
Debt (Details)
Debt (Details) - Credit Facility | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 29, 2017USD ($) | Apr. 28, 2017USD ($) | |
Citibank Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity limit | $ 6,000,000 | |||
Letters of credit, amount outstanding | $ 2,500,000 | $ 2,200,000 | ||
Line of credit, expiration period (in years) | 3 years | |||
Fixed interest rate, short-term | 1.25% | |||
Fixed interest rate, long-term | 1.50% | |||
Revolving Credit Facility Maturing August 2018 | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity limit | 100,000,000 | |||
Maximum additional borrowing capacity | 150,000,000 | |||
Letters of credit, amount outstanding | 2,800,000 | $ 3,700,000 | ||
Revolving credit facility, amount outstanding | 0 | $ 0 | ||
Current borrowing capacity | $ 30,000,000 | |||
Maximum debt to adjusted EBITDA ratio | 2.50 | |||
Minimum EBITDA to interest expense ratio | 3 | |||
Covenant term, minimum liquidity (no less than) | $ 250,000,000 | |||
Wavier fee (as a percent) | 0.05% | |||
Revolving Credit Facility Maturing August 2018 | Revolving Credit Facility | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Commitment fee (as a percent) | 0.25% | |||
Revolving Credit Facility Maturing August 2018 | Revolving Credit Facility | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Commitment fee (as a percent) | 0.375% | |||
Revolving Credit Facility Maturing August 2018 | Revolving Credit Facility | Federal Funds Effective Rate | Interest Option 1, Base Rate | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate (as a percent) | 0.50% | |||
Revolving Credit Facility Maturing August 2018 | Revolving Credit Facility | Eurodollar | Interest Option 1, Base Rate | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate (as a percent) | 1.00% | |||
Revolving Credit Facility Maturing August 2018 | Revolving Credit Facility | Eurodollar | Interest Option 1, Base Rate | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Additional spread on variable rate (as a percent) | 0.50% | |||
Revolving Credit Facility Maturing August 2018 | Revolving Credit Facility | Eurodollar | Interest Option 1, Base Rate | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Additional spread on variable rate (as a percent) | 1.50% | |||
Revolving Credit Facility Maturing August 2018 | Revolving Credit Facility | Eurodollar | Interest Option 2, Adjusted Eurodollar Rate | ||||
Line of Credit Facility [Line Items] | ||||
Threshold for change in interest payment schedule (in months) | 3 months | |||
Revolving Credit Facility Maturing August 2018 | Revolving Credit Facility | Eurodollar | Interest Option 2, Adjusted Eurodollar Rate | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate (as a percent) | 1.50% | |||
Revolving Credit Facility Maturing August 2018 | Revolving Credit Facility | Eurodollar | Interest Option 2, Adjusted Eurodollar Rate | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate (as a percent) | 2.50% | |||
Revolving Credit Facility Maturing August 2018 | Letter of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity limit | $ 20,000,000 | |||
Revolving Credit Facility Maturing August 2018 | Swing Line Loan | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity limit | $ 10,000,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Assets: | ||
Derivative financial instruments | $ 132 | $ 146 |
Liabilities: | ||
Derivative financial instruments | 35 | 0 |
Fair Value, Measurements, Recurring | ||
Assets: | ||
Derivative financial instruments | 132 | 146 |
Investments: | ||
Cash surrender value of life insurance policies - deferred compensation plan | 29,671 | 36,269 |
Liabilities: | ||
Derivative financial instruments | 35 | |
Fair Value, Measurements, Recurring | Deferred compensation plan | ||
Liabilities: | ||
Deferred compensation plan | 27,659 | 30,307 |
Fair Value, Measurements, Recurring | Marketable securities - other | ||
Investments: | ||
Marketable securities - other | 131 | 3,692 |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets (Level 1) | ||
Assets: | ||
Derivative financial instruments | 0 | 0 |
Investments: | ||
Cash surrender value of life insurance policies - deferred compensation plan | 0 | 0 |
Liabilities: | ||
Derivative financial instruments | 0 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets (Level 1) | Deferred compensation plan | ||
Liabilities: | ||
Deferred compensation plan | 0 | 0 |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets (Level 1) | Marketable securities - other | ||
Investments: | ||
Marketable securities - other | 131 | 3,692 |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Derivative financial instruments | 132 | 146 |
Investments: | ||
Cash surrender value of life insurance policies - deferred compensation plan | 29,671 | 36,269 |
Liabilities: | ||
Derivative financial instruments | 35 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Deferred compensation plan | ||
Liabilities: | ||
Deferred compensation plan | 27,659 | 30,307 |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Marketable securities - other | ||
Investments: | ||
Marketable securities - other | 0 | 0 |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Derivative financial instruments | 0 | 0 |
Investments: | ||
Cash surrender value of life insurance policies - deferred compensation plan | 0 | 0 |
Liabilities: | ||
Derivative financial instruments | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Deferred compensation plan | ||
Liabilities: | ||
Deferred compensation plan | 0 | 0 |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Marketable securities - other | ||
Investments: | ||
Marketable securities - other | $ 0 | $ 0 |
Derivatives - Foreign Currency
Derivatives - Foreign Currency Derivative Contracts (Details) - Not Designated as Hedging Instrument $ in Thousands | Sep. 30, 2017USD ($)$ / €$ / £$ / NOK$ / CAD | Dec. 31, 2016USD ($)$ / €$ / £$ / NOK$ / CAD |
Foreign currency contracts | Canadian dollar | ||
Derivative [Line Items] | ||
Notional Amount | $ 5,740 | $ 4,553 |
Contractual Exchange Rate | $ / CAD | 1.2194 | 1.3179 |
Foreign currency contracts | Euro | ||
Derivative [Line Items] | ||
Notional Amount | $ 5,982 | $ 4,753 |
Contractual Exchange Rate | $ / € | 1.1963 | 1.0563 |
Foreign currency contracts | Norwegian krone | ||
Derivative [Line Items] | ||
Notional Amount | $ 5,338 | $ 3,643 |
Contractual Exchange Rate | $ / NOK | 7.8675 | 8.5101 |
Foreign currency contracts | Pound sterling | ||
Derivative [Line Items] | ||
Notional Amount | $ 7,961 | $ 3,908 |
Contractual Exchange Rate | $ / £ | 1.3268 | 1.2607 |
Foreign currency contracts, settled October 13, 2017 | Euro | ||
Derivative [Line Items] | ||
Notional Amount | $ 2,399 | |
Contractual Exchange Rate | $ / € | 1.1993 | |
Foreign currency contracts, settled January 13, 2017 | Euro | ||
Derivative [Line Items] | ||
Notional Amount | $ 2,558 | |
Contractual Exchange Rate | $ / € | 1.0659 |
Derivatives - Balance Sheet Loc
Derivatives - Balance Sheet Location and Fair Value of Derivative Contracts (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Derivative [Line Items] | ||
Derivative assets | $ 132 | $ 146 |
Derivative liabilities | (35) | 0 |
Not Designated as Hedging Instrument | Foreign currency contracts | Accounts receivable, net | ||
Derivative [Line Items] | ||
Derivative assets | 132 | 146 |
Not Designated as Hedging Instrument | Foreign currency contracts | Accrued and other current liabilities | ||
Derivative [Line Items] | ||
Derivative liabilities | $ (35) | $ 0 |
Derivatives - Impact of Derivat
Derivatives - Impact of Derivative Instruments on Income Statement (Details) - Not Designated as Hedging Instrument - Other income (expense), net - Foreign currency contracts - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Derivative [Line Items] | ||||
Unrealized gain (loss) on foreign currency contracts | $ 681 | $ (615) | $ (49) | $ (296) |
Realized gain (loss) on foreign currency contracts | (1,794) | 511 | (2,346) | (1,068) |
Total net loss on foreign currency contracts | $ (1,113) | $ (104) | $ (2,395) | $ (1,364) |
Derivatives - Gross and Net Fai
Derivatives - Gross and Net Fair Value of Derivatives (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Derivative Asset Positions | ||
Gross position - asset / (liability) | $ 239 | $ 181 |
Netting adjustment | (107) | (35) |
Net position - asset / (liability) | 132 | 146 |
Derivative Liability Positions | ||
Gross position - asset / (liability) | (142) | (35) |
Netting adjustment | 107 | 35 |
Net position - asset / (liability) | $ (35) | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | Aug. 26, 2016 | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) |
Related Party Transaction [Line Items] | ||||||
Net book value associated with buildings | $ 497,784 | $ 497,784 | $ 567,024 | |||
Net charter expense | $ (92,547) | $ (85,698) | $ (272,402) | $ (312,132) | ||
Conversion ratio, preferred stock to common stock | 1 | |||||
Percentage of tax benefits realized payable | 85.00% | 85.00% | ||||
Percentage retained under tax receivable agreement | 15.00% | |||||
Cumulative deficit, period (in months) | 36 months | |||||
Tax receivable agreement, liability | $ 2,100 | $ 2,100 | ||||
Estimated termination payment | $ 102,000 | $ 102,000 | ||||
Discount rate, tax receivable agreement liability | 5.63% | 5.63% | ||||
Buildings and improvements | ||||||
Related Party Transaction [Line Items] | ||||||
Estimated useful life (in years) | 39 years | |||||
Affiliated Entity | ||||||
Related Party Transaction [Line Items] | ||||||
Lessee, operating lease, renewal term (in months) | 36 months | |||||
Rent expense | $ 1,800 | 1,800 | $ 5,300 | 6,200 | ||
Affiliated Entity | Buildings and improvements | ||||||
Related Party Transaction [Line Items] | ||||||
Net book value associated with buildings | 62,700 | 62,700 | ||||
Affiliated Entity | Leasehold improvements | ||||||
Related Party Transaction [Line Items] | ||||||
Net book value associated with buildings | 13,400 | 13,400 | ||||
Western Airways | ||||||
Related Party Transaction [Line Items] | ||||||
Net charter expense | $ 400 | $ 300 | $ 1,000 | $ 800 |
Income (Loss) Per Common Shar58
Income (Loss) Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Numerator | ||||
Net income (loss) | $ 2,296 | $ (42,198) | $ (50,317) | $ (89,893) |
Less: Net loss attributable to noncontrolling interest | 0 | 5,216 | 0 | 20,741 |
Less: Preferred stock dividends | 0 | 0 | 0 | (1) |
Net income (loss) available to Frank's International N.V. common shareholders | $ 2,296 | $ (36,982) | $ (50,317) | $ (69,153) |
Denominator | ||||
Basic weighted average common shares | 223,056 | 177,125 | 222,847 | 162,656 |
Restricted stock units (in shares) | 525 | 0 | 0 | 0 |
Diluted weighted average common shares | 223,581 | 177,125 | 222,847 | 162,656 |
Income (loss) per common share: | ||||
Basic (in dollars per share) | $ 0.01 | $ (0.21) | $ (0.23) | $ (0.43) |
Diluted (in dollars per share) | $ 0.01 | $ (0.21) | $ (0.23) | $ (0.43) |
Approximate number of shares of potentially convertible preferred stock to common stock up until the time of conversion on August 26, 2016, unvested restricted stock units and stock to be issued pursuant to the ESPP have been excluded from the computation of diluted income (loss) per share as the effect would be anti-dilutive when the results from operations are at a net loss position. | 0 | 32,977 | 624 | 47,273 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 97.40% | 13.90% | 327.70% | 14.60% |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)segmentft | Sep. 30, 2016USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | segment | 4 | |||
Investigation-related matters | $ | $ 2,503 | $ 1,779 | $ 5,109 | $ 5,054 |
Maximum | Tubular Sales | ||||
Segment Reporting Information [Line Items] | ||||
Length of tubulars used as caissons or pilings (in feet) (up to) | ft | 300 |
Segment Information - Reconcili
Segment Information - Reconciliation of Adjusted Earnings before Interest, Taxes, Depreciation, and Amortization from Segments to Consolidated (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Interest income, net | $ 1,019 | $ 646 | $ 2,170 | $ 1,050 |
Depreciation and amortization | (30,650) | (26,545) | (92,700) | (84,278) |
Income tax (expense) benefit | (87,613) | 6,800 | (72,419) | 15,311 |
Gain on sale of assets | 829 | 46 | 2,091 | 1,095 |
Foreign currency gain (loss) | 1,839 | (1,696) | 3,184 | (5,907) |
Derecognition of the TRA liability | 122,515 | 0 | 122,515 | 0 |
Net income (loss) | 2,296 | (42,198) | (50,317) | (89,893) |
Equity-based compensation expense | 2,342 | 3,828 | 11,458 | 12,356 |
Merger and acquisition expense | 0 | 0 | 459 | 0 |
Severance and other charges | 1,648 | 14,534 | 2,386 | 18,858 |
Unrealized and realized gains (losses) | (1,123) | (10) | (2,819) | (973) |
Investigation-related matters | 2,503 | 1,779 | 5,109 | 5,054 |
Operating segments | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Adjusted EBITDA | 1,973 | (1,298) | 7,073 | 20,077 |
Operating segments | International Services | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Adjusted EBITDA | 11,151 | 4,532 | 25,459 | 31,752 |
Operating segments | U.S. Services | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Adjusted EBITDA | (11,322) | (5,995) | (27,775) | (13,018) |
Operating segments | Tubular Sales | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Adjusted EBITDA | (1,333) | 165 | 1,736 | 1,343 |
Operating segments | Blackhawk | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Adjusted EBITDA | 3,477 | 0 | 7,653 | 0 |
Segment Reconciling Items | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Interest income, net | 1,019 | 646 | 2,170 | 1,050 |
Depreciation and amortization | (30,650) | (26,545) | (92,700) | (84,278) |
Income tax (expense) benefit | (87,613) | 6,800 | (72,419) | 15,311 |
Gain on sale of assets | 829 | 46 | 2,091 | 1,095 |
Foreign currency gain (loss) | 1,839 | (1,696) | 3,184 | (5,907) |
Derecognition of the TRA liability | 122,515 | 0 | 122,515 | 0 |
Charges and credits | $ (7,616) | (20,151) | $ (22,231) | (37,241) |
As previously reported | Corporate, Non-Segment | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Adjusted EBITDA | $ 159 | $ 361 |
Segment Information - Financial
Segment Information - Financial Information with Respect to Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenue from External Customer [Line Items] | ||||
Revenue | $ 108,083 | $ 105,114 | $ 336,473 | $ 379,546 |
Operating loss | (35,080) | (48,932) | (105,656) | (102,492) |
International Services | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 53,742 | 51,028 | 153,851 | 191,440 |
U.S. Services | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 29,065 | 34,057 | 89,936 | 119,955 |
Tubular Sales | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 7,701 | 20,029 | 40,787 | 68,151 |
Blackhawk | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 17,575 | 0 | 51,899 | 0 |
Eliminations | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | (7,209) | (8,676) | (23,363) | (26,789) |
Eliminations | International Services | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 3 | (1) | 18 | 45 |
Eliminations | U.S. Services | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 4,062 | 3,641 | 12,890 | 11,691 |
Eliminations | Tubular Sales | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 3,111 | 5,036 | 10,350 | 15,053 |
Eliminations | Blackhawk | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 33 | 0 | 105 | 0 |
Operating segments | ||||
Revenue from External Customer [Line Items] | ||||
Operating loss | (35,080) | (48,932) | (105,656) | (102,492) |
Adjusted EBITDA | 1,973 | (1,298) | 7,073 | 20,077 |
Operating segments | International Services | ||||
Revenue from External Customer [Line Items] | ||||
Operating loss | (2,647) | (17,697) | (19,140) | (25,834) |
Adjusted EBITDA | 11,151 | 4,532 | 25,459 | 31,752 |
Operating segments | U.S. Services | ||||
Revenue from External Customer [Line Items] | ||||
Operating loss | (25,453) | (30,415) | (73,092) | (74,722) |
Adjusted EBITDA | (11,322) | (5,995) | (27,775) | (13,018) |
Operating segments | Tubular Sales | ||||
Revenue from External Customer [Line Items] | ||||
Operating loss | (3,967) | (820) | (782) | (1,936) |
Adjusted EBITDA | (1,333) | 165 | 1,736 | 1,343 |
Operating segments | Blackhawk | ||||
Revenue from External Customer [Line Items] | ||||
Operating loss | (3,013) | 0 | (12,642) | 0 |
Adjusted EBITDA | $ 3,477 | 0 | $ 7,653 | 0 |
As previously reported | Corporate, Non-Segment | ||||
Revenue from External Customer [Line Items] | ||||
Adjusted EBITDA | $ 159 | $ 361 |
Supplemental Cash Flow Inform63
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Supplemental Cash Flow Elements [Abstract] | ||
Change in accounts payable and accrued expenses related to capital expenditures | $ 3,983 | $ 1,086 |
Conversion of Preferred Stock | 0 | 56,056 |
Tax receivable agreement liability | 0 | (124,646) |
Deferred tax impact of tax receivable agreement | $ 0 | $ 68,590 |